#1WestRock Investor Presentation March 2017 WestRock#2Forward-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 "Building a Paper and Packaging Leader”, “Q1 FY17 Quarter Results on Track", "Synergy and Performance Improvements", "Guidance Update", "WestRock to Acquire Multi Packaging Solutions - Transaction Summary", "$85 Million Opportunity for Synergies and Performance Improvements by End of FY19", "Combined Financial Profile", "Q1 FY17 Consumer Packaging Results" and "Key Commodity Annual Consumption Volumes and FX by Currency" that give guidance or estimates for future periods as well as statements regarding, among other things, that we expect a run-rate of $800 million in synergy and performance improvements by end of FY17 and to achieve $1 billion goal by end of FY18; the at we anticipate net proceeds of approximately $1 billion, after taxes and transaction expenses related to the sale of our Home, health and Beauty business; that PPW published price declines in SBS are expected to carry throughout FY17; that the Multi Packaging Solutions transaction advances our strategy to provide differentiated, high value-added solutions to our customers, enhances our capabilities to serve new and existing customers, expands our participation into attractive end markets, creates meaningful synergy and performance improvement opportunities of $85 million by end of FY19, increases our paperboard consumption by approx. 225k tons, of which we expect 35% - 45% to be supplied by WestRock, replaces pulp production with SBS across the system, balances our Corrugated / Consumer sales mix and is expected to close in fiscal Q3 2017; that the acquisition will be immediately free cash flow and EPS accretive; that the acquisition offers attractive synergy opportunities and upside from commercial and cross-selling opportunities; that we expect FY17 Adjusted Free Cash Flow to be $1.2 billion; certain sequential benefits and negative sequential impacts on Q2 FY17 pretax earnings; scheduled maintenance downtime in FY17, and expected annual consumption volumes. 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. We caution readers that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. With respect to these statements, we have made assumptions regarding, among other things, the results and impacts of the merger of MeadWestvaco and RockTenn; the potential results and impacts of the proposed acquisition of Multi Packaging Solutions; economic, competitive and market conditions generally; volumes and price levels of purchases by customers; competitive conditions in our businesses and possible adverse actions of their customers, competitors and suppliers. Further, our businesses are subject to a number of general risks that would affect any such forward-looking statements including, among others, decreases in demand for their products; increases in energy, raw materials, shipping and capital equipment costs; reduced supplies of raw materials; 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 a natural disaster or other unanticipated problems such as labor difficulties, equipment failure or unscheduled maintenance and repair, which could result in operational disruptions of varied duration; our desire or ability to continue to repurchase company stock; and adverse changes in general market and industry conditions. 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 Item 1A under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 and our Form 10-Q for the quarterly period ending December 31, 2016. The information contained herein speaks as of the date hereof and WestRock does not have or undertake any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise. 2 WestRock#3Disclaimer; non-GAAP financial measures We may from time to time be in possession of certain information regarding WestRock that applicable law would not require us to disclose to the public in the ordinary course of business, but would require us to disclose if we were engaged in the purchase or sale of our securities. This presentation shall not be considered to be part of any solicitation of an offer to buy or sell WestRock securities. This presentation also may not include all of the information regarding WestRock that you may need to make an investment decision regarding WestRock securities. Any investment decision should be made on the basis of the total mix of information regarding WestRock that is publicly available as of the date of the decision. 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. See the Appendix for details about these non-GAAP financial measures, as well as the required reconciliations. 3 WestRock#4Building a Paper and Packaging Leader 4 Comprehensive Portfolio of Paper and Packaging Solutions • • • Holds #1 or #2 positions in attractive paper and packaging markets Unmatched breadth of product offerings, capabilities and geographic reach Differentiated paper and packaging solutions that help our customers win Track Record of Solid Execution . Solid execution in synergy and productivity improvements: run-rate of $580 million through Q1 FY17; expect $800 million run-rate by end of FY17 and to achieve $1 billion goal by end of FY18 • Q1 FY17 Adjusted Free Cash Flow of $369 million (1) Purchased SP Fiber and Cenveo Packaging, formed Gondi JV, and completed Ingevity separation in FY16 Growing Shareholder Value Using Balanced Capital Allocation • Announced divestiture of Home, Health and Beauty business for $1.025 billion and anticipated net proceeds of approx. $1 billion, after taxes and transaction expenses Announced acquisition of Multi Packaging Solutions Returned $1.3 billion to stockholders since merger through dividends and share repurchases 1) Non-GAAP Financial Measure. We believe the most directly comparable GAAP measure is Operating Cash Flow. See Use of Non-GAAP Financial Measures and WestRock Reconciliation in Appendix.#5WestRock Overview FY16 Net Sales (1) $14.2B 45% Consumer Packaging 55% Corrugated Packaging FY16 Financial Metrics (1) Revenue Adj. EBITDA Capex Adj. free cash flow (2) Dividend payout Annual dividend Leverage >250 operating and business locations €D Market-Leading Positions (3) #1 North American Consumer Paperboard #2 North American Folding Carton #1 North American Merchandising Displays #2 Beverage Multi-pack Packaging #2 North American Containerboard #2 North American Corrugated Packaging #2 Brazil Corrugated Packaging Sales by Geography (1) $14,172M $2,270M $797M $1,031M Asia $381M Europe $1.60/sh Latin America 2.38x ~39,000 employees North America 1) Represents trailing twelve months ended September 2016 sales adjusted for separation of Ingevity. Non-GAAP Financial Measure. We believe the most directly comparable GAAP measure is Operating Cash Flow. See Use of Non- GAAP Financial Measures and Reconciliation in Appendix. 3) Source of rankings: Company and market research. Rankings are based on capacity. WestRock 2) 5#6Q1 FY17 Quarter Results on Track Expected to deliver $1.2 billion of adjusted free cash flow(1) in FY17 Corrugated Packaging Q1 FY17 EBITDA Margin (2) North America: 15.8% Brazil: 24.4% Consumer Packaging Q1 FY17 EBITDA Margin (2) Consumer: 14.2% 6 Growth in North America and Brazil corrugated box demand • • • • Q1 FY17 segment sales of $1,944 million Box shipments up +2.2% in Q1 on a per day basis Grupo Gondi joint venture sales of $186 million, EBITDA margins (2) of almost 20% (3) Strong volume growth in Brazil with box shipments per day up 7% yoy Successfully implementing containerboard price increase Solid EBITDA margins from merger synergies and productivity benefits • Q1 FY17 segment sales of $1,511 million Q1 FY17 EBITDA margin (2) of 14.2% Strong operational execution and realization of productivity benefits Stable shipments of paperboard and converted products Paperboard inventory declined by 87k tons yoy 1) Non-GAAP financial measure. We believe the most directly comparable GAAP measure is Operating Cash Flow. See Use of Non-GAAP Financial Measures and Reconciliation in Appendix. 2) Non-GAAP financial measure. See reconciliation in Appendix. 3) We hold a 25% ownership interest in Grupo Gondi. WestRock#7Synergy and Performance Improvements • • Q1 FY17 Progress Achieved annualized run-rate of $580 million at 12/31 Estimate annualized run-rate of $800 million by end of FY17 Run Rate at 12/31/16 Corporate & Support 12% Ongoing Productivity 37% $1 billion Capital Investment 23% $580 million $800 million 1 $580 $500 I million million $350 million $425 million I I $255 million I $165 million Q4 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 Q1 FY17 FY17 FY18 7 28% Procurement Three Year Goal Duplicative Corp & Support Functions On track to achieve $1 billion objective by end of FY18 Capital Investment 10% Ongoing Productivity 35% 25% $1 billion 30% Procurement WestRock#8Strengthening the WestRock Portfolio Merged MWV and RockTenn to form WestRock JULY 2015 SPFT O SP Fiber Technologies GRUPO GONDI Acquired Cenveo OCTOBER 2015 Acquired SP Fiber JANUARY 2016 Cenveo. APRIL 2016 Completed joint venture with Grupo Gondi Completed separation of Ingevity MAY 2016 Ingevity SILGAN. HOLDINGS INC JANUARY 2017 Announced sale of HHB to Silgan Announced acquisition of MPS JANUARY 2017 Multi Packaging Solutions WestRock 8 WestRock#9WestRock Multi Packaging Solutions Acquisition of Multi Packaging Solutions WestRock#10WestRock to Acquire Multi Packaging Solutions Transaction Summary • • Compelling Strategic Combination • • Advances strategy to provide differentiated, high value-added solutions to our customers Enhances capabilities to serve new and existing customers • Expands participation into attractive end markets Creates opportunity for meaningful synergies and performance improvements of $85 million by end of FY19 Increases annual paperboard consumption by approx. 225k tons, of which we expect 35% - 45% to be supplied by WestRock • Replaces pulp production with SBS across the system • Balances Corrugated / Consumer sales mix • Purchase price of $18.00 per share; total enterprise value of $2.28 billion Attractive Financial Profile • • 9.6x LTM EBITDA as of 9/30/16; 7.1x including anticipated synergy and performance improvements Expected to be immediately free cash flow and EPS accretive, inclusive of purchase accounting adjustments • 100% cash offer, financed through a combination of current cash, anticipated • HH&B proceeds and existing lines of credit Pro forma net leverage of 2.55x including synergies 10 10 • Subject to MPS shareholder approval and other customary closing conditions Timeline • Expected to close in fiscal Q3 2017 ✰ WestRock#1111 Multi Packaging Solutions Overview A leading global provider of specialty packaging solutions. • • • • High value-added solutions primarily focused on the consumer and healthcare markets Diverse customer base with long-term relationships Global footprint with 59 sites in Europe, North America and Asia Financial Highlights (1): - _ LTM Revenue of $1.6 billion LTM Adjusted EBITDA of $237 million 14.7% adjusted EBITDA margin Led by CEO Marc Shore and President Dennis Kaltman. Both will join WestRock Combined 50+ years industry experience GEOGRAPHY PRODUCT END MARKET Multi Packaging Solutions Net Sales Breakdown (1) Multi-Media Healthcare Rigid Packaging Labels Inserts Europe Other Asia Consumer Premium Folding Carton North America (1) LTM as of 9/30/16 WestRock#1212 $85 Million Opportunity for Synergies and Performance Improvements by End of FY19 Procurement & Supply Chain Paperboard SG&A & Integration Public Co Costs $85 million Asset Optimization Ongoing Performance Improvements Attractive synergy opportunities and upside from commercial and cross-sell opportunities WestRock#13Combined Financial Profile WestRock Multi Packaging Solutions ($ in millions) LTM: 12/31/16 LTM: 9/30/16 Sale of Home, Health and Beauty WestRock Revenue $14,148 $1,610 ($571) $15,187 Adjusted EBITDA(1) $2,219 $237 ($107) $2,434(2) % Margin (1) 15.7% 14.7% Est. Debt at Closing Est. Leverage Ratio 2.38x 3.7x 16.0% $6,382 2.55x(2) 13 (1) Non-GAAP Financial Measure. See Use of Non-GAAP Financial Measures and Reconciliations in Appendix. (2) Includes $85 million of run-rate synergies WestRock#1414 WestRock Building a Paper and Packaging Leader A Comprehensive Paper and Packaging Portfolio Disciplined and Balanced Capital Allocation WestRock A Solid Track Record of Execution WestRock#15Appendix WestRock#16Non-GAAP Financial Measures Credit Agreement EBITDA "Credit Agreement EBITDA" is calculated in accordance with the definition contained in our Credit Agreement. Credit Agreement EBITDA is generally defined as Consolidated Net Income plus: consolidated interest expense, income taxes of the consolidated companies determined in accordance with GAAP, depreciation and amortization expense of the consolidated companies determined in accordance with GAAP, loss on extinguishment of debt and financing fees, certain non-cash and cash charges incurred, including goodwill impairment, certain restructuring and other costs, merger/ acquisition and integration costs, charges and expenses associated with the write-up of inventory acquired and other items. LTM Credit Agreement EBITDA margin is calculated by dividing LTM Credit Agreement EBITDA by Net Sales adjusted for Trade Sales. Adjusted Free Cash Flow Free Cash Flow is defined as Cash Provided by Operating Activities, excluding after-tax cash restructuring costs minus capital expenditures. We believe the most directly comparable GAAP measure is net cash provided by operating activities. Management believes this is an important measure in evaluating our financial performance and measures our ability to generate cash without incurring additional external financings. Total Funded Debt and Leverage Ratio "Total Funded Debt" is calculated in accordance with the definition contained in our Credit Agreement. Total Funded Debt is generally defined as aggregate debt obligations reflected in our balance sheet less the stepped up value of said debt, less non-recourse debt except for Securitization related debt, less trade payables related debt that may be recharacterized as debt, less insurance policy loans to the extent offset by assets of the applicable insurance policies, obligations with the hedge adjustments resulting from terminated and existing fair value interest rate derivatives or swaps, if any, less certain cash, plus additional outstanding letters of credit not already reflected in debt and certain guarantees. Our management uses Credit Agreement EBITDA and Total Funded Debt to evaluate compliance with our debt covenants and borrowing capacity available under our Credit Agreement, as a measure of operating performance and to compare to our target Leverage Ratio of 2.25x-2.50x. Management believes that investors also use these measures to evaluate our compliance with our debt covenants and available borrowing capacity. Borrowing capacity is dependent upon, in addition to other measures, the "Credit Agreement Debt/EBITDA ratio" or the "Leverage Ratio," which is defined as Total Funded Debt divided by Credit Agreement EBITDA. As of the December 31, 2016 calculation, our Leverage Ratio was 2.38 times. While the Leverage Ratio under the Credit Agreement determines the credit spread on our debt we are not subject to a Leverage Ratio cap. The Credit Agreement is subject to a Debt to Capitalization and Consolidated Interest Coverage Ratio, as defined in the Credit Agreement. 16 WestRock#17Non-GAAP Financial Measures (cont.) Adjusted Segment EBITDA Margins Our management uses "Adjusted Segment EBITDA Margins", along with other factors, to evaluate our segment performance against our peers. Management believes that investors also use this measure to evaluate our performance relative to our peers. “Adjusted Segment EBITDA Margin" is calculated for each segment by dividing that segment's Adjusted Segment EBITDA by Adjusted Segment Sales. "Adjusted Segment EBITDA❞ is calculated for each segment by adding that segment's "Adjusted Segment Income" to its Depreciation, Depletion and Amortization. Adjusted Earnings Per Diluted Share We also use the non-GAAP measure "adjusted earnings per diluted share," also referred to as "adjusted earnings per share" or "Adjusted EPS." Management believes this non-GAAP financial measure provides our board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance because it excludes restructuring and other costs, net, 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. Forward-looking Guidance We are not providing forward-looking guidance for U.S. GAAP reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items 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. 17 WestRock#18Q1 FY17 WestRock Consolidated Results Financial Performance $3,471 Q1 FY17 Business Highlights: • ($ in millions, except percentages and per share items) Q1 FY17 · Q1 FY16 Segment Sales $3,447 Adj. Segment Income (1) $216 $270 • Adj. Segment EBITDA (1) $490 $541 • % Margin (1) 14.2% 15.6% • Adjusted Earnings from Continuing Operations per Diluted Share (1) $0.47 $0.57 . Adjusted Free Cash Flow (1) $369 $351 Adjusted earnings per share of $0.47 (1) Adjusted free cash flow of $369 million (1) Productivity initiatives contributed $85 million Leverage of 2.38x, within targeted range Repurchased 1.35 million shares of WestRock Significant cost inflation impact 85 $490 (13) (10) $541 Adjusted Segment EBITDA (1) ($ in millions) (12) (19) (50) (32) Q1 FY16 18 1) Volume Price / Mix E/M/F Wage & Other Inflation Productivity Hurricane Other Q1 FY17 Non-GAAP Financial Measure. See Use of Non-GAAP Financial Measures and Reconciliations in Appendix. WestRock#19Q1 FY17 Corrugated Packaging Results Financial Performance ($ in millions, except percentages) Segment Sales Adj. Segment Income (1) $1,964 $181 North America: • Q1 FY17 Q1 FY16 $1,944 $142 Adj. Segment EBITDA (1) $287 $325 % Margin (1) 15.3% 17.1% North America EBITDA Margin (1) 15.8% 17.7% Brazil EBITDA Margin (1) 24.4% 24.8% • • Box shipments up +2.2% yoy on a per day basis Successfully implementing containerboard price increase; realized $14 million in the quarter Strong supply and demand fundamentals; 115K tons of maintenance downtime; no economic downtime • Cost inflation impact Grupo Gondi (Unconsolidated Joint Venture) (2): Foreign exchange translation impact to Q1 FY17 sales and segment income is +$15 million and +$2 million, respectively • 5 $325 Adjusted Segment EBITDA (1) ($ in millions) (12) 42 $287 (13) (34) (17) • JV sales of $186 million; EBITDA margins of almost 20% (1) WestRock supplied 59K tons of containerboard to Gondi Brazil: . Growth in box volumes and strong execution yoy; box volumes up 7% yoy as compared to industry decline of 4% Segment EBITDA Key Bridge Variances: • • • • • Volume: N.A. shipments up 18K tons yoy (excl. Hurricane Matthew tons) Price / Mix: Price increase implementation on track, with box price increase not yet offsetting last year's pricing declines; executing on export price increases E/M/F: Increases in recycled fiber, chemicals, and natural gas; only partially offset by lower virgin fiber prices Productivity: Realizing benefits from mill footprint optimization, process improvements and purchasing initiatives Hurricane: 33K tons of lost volume Q1 FY16 Volume Price / Mix E/M/F Wage and Prod. Hurricane FX & Q1 Other FY17 Other Inflation 19 1) 2) Non-GAAP Financial Measure. See Use of Non-GAAP Financial Measures and Reconciliations in Appendix. We hold a 25% ownership interest in Grupo Gondi. WestRock#20Q1 FY17 Consumer Packaging Results Financial Performance ($ in millions, except percentages) Segment Sales $1,542 Q1 FY17 Q1 FY16 $1,511 Adj. Segment Income (1) $88 $93 Adj. Segment EBITDA (1) $215 $219 % Margin (1) 14.2% 14.2% Foreign exchange translation impact to Q1 FY17 sales and segment income is $(1) million and $(1) million, respectively $219 Adjusted Segment EBITDA (1) ($ in millions) (11) (8) (16) (14) 49 $215 (4) Q1 FY16 Volume Price / Mix E/M/F Wage and Prod. Other Q1 FY17 Other Inflation Segment Highlights: • • • • Stable shipments of paperboard and converted products Softer demand in export tobacco, commercial print and food packaging, offset by solid demand in foodservice and liquid packaging Strong operational execution and realization of productivity benefits; scheduled maintenance outages at three virgin mills lowered pulp volume Flow through of previously announced paperboard price decreases Paperboard inventory declined by 87k tons yoy Cost inflation impact Segment EBITDA Key Bridge Variances: • • • • Volume: Lower pulp and Merchandising Display sales partially offset by a modest increase in paperboard and converted products shipments Price / Mix: PPW published price declines in SBS and CRB impacted Q1 and are expected to carry throughout FY17; stable converting price/mix E/M/F: Increases in recycled fiber, chemicals and energy, partially offset by lower virgin fiber prices Productivity: Strong synergy and productivity improvements from internalizing SBS volume, procurement savings and operations productivity Integrating 250k tons per year from merger, Carolina branded products and Cenveo integration 20 20 1) Non-GAAP Financial Measure. See Use of Non-GAAP Financial Measures and Reconciliations in Appendix. WestRock#21Adjusted Earnings Per Share Reconciliation ($ in millions, except per share data) Q1 FY17 Q1 FY16 Income from Continuing Operations 78.5 30.4 Restructuring and Other Items, net of income tax expense of $23.9 and $57.5 63.8 117.5 One-time State Tax Benefit (23.8) Acquisition Inventory Step-up, net of income tax expense of $0 and $0.9 1.9 Noncontrolling Interest from Continuing Operations 2.4 Adjusted Income from Continuing Operations $ 120.9 (0.2) 149.6 Earnings from Continuing Operations per Diluted Share $ 0.32 $ 0.12 Restructuring and Other Items 0.24 0.44 One-time State Tax Benefit (0.09) Acquisition Inventory Step-up Adjusted Earnings Per Diluted Share 0.01 0.47 $ 0.57 21 24 WestRock#22Q1 FY17 Adjusted Segment Sales, Adjusted EBITDA and Adjusted EBITDA Margin Q1 FY17 ($ in millions, except percentages) Corrugated Packaging Consumer Packaging Land and Development Non-Allocated / Eliminations Consolidated Segment Net Sales Less: Trade Sales Adjusted Segment Sales $ 1,943.6 1,510.9 $ 54.0 $ (61.3) 3,447.2 (74.0) (74.0) $ 1,869.6 $ 1,510.9 $ 54.0 $ (61.3) $ 3,373.2 Segment Income and Non-allocated Expenses $ 141.5 $ 87.6 $ 1.7 $ (14.7) $ 216.1 Depreciation and Amortization 145.4 127.0 0.2 2.6 275.2 Less: Deferred Financing Costs (1.1) (1.1) Segment EBITDA 286.9 214.6 1.9 (13.2) 490.2 Plus: Inventory Step-up Adjusted Segment EBITDA and Non-allocated Expenses $ 286.9 $ 214.6 $ 1.9 $ (13.2) $ 490.2 Segment EBITDA Margins Adjusted Segment EBITDA Margins 22 22 14.8% 14.2% 15.3% 14.2% WestRock#23Q1 FY16 Adjusted Segment Sales, Adjusted EBITDA and Adjusted EBITDA Margin Q1 FY16 ($ in millions, except percentages) Segment Net Sales Less: Trade Sales Adjusted Segment Sales Corrugated Packaging Consumer Packaging Land and Development Non-Allocated / Eliminations Consolidated $ 1,964.3 1,542.2 $ 15.4 $ (51.0) 3,470.9 (65.1) (65.1) $ 1,899.2 $ 1,542.2 $ 15.4 $ (51.0) $ 3,405.8 Segment Income and Non-allocated Expenses $ 180.1 $ 91.2 $ 0.7 $ (4.5) $ 267.5 Depreciation and Amortization 144.1 125.1 0.7 1.7 271.6 Less: Deferred Financing Costs (1.2) (1.2) Segment EBITDA 324.2 216.3 1.4 (4.0) 537.9 Plus: Inventory Step-up 0.6 2.2 2.8 Adjusted Segment EBITDA and Non-allocated Expenses $ 324.8 $ 218.5 $ 1.4 $ (4.0) $ 540.7 Segment EBITDA Margins Adjusted Segment EBITDA Margins 23 23 16.5% 14.0% 17.1% 14.2% WestRock#24Corrugated Packaging EBITDA Margins 24 24 Q1 FY17 ($ in millions, except percentages) North America Brazil Other Corrugated Packaging Segment Net Sales $ 1,717.0 $ 101.7 $ 124.9 $ 1,943.6 Less: Trade Sales (74.0) (74.0) Adjusted Segment Sales $ 1,643.0 $ 101.7 $ 124.9 $ 1,869.6 Segment Income (Loss) $ 131.7 $ 9.9 $ (0.1) $ 141.5 Depreciation and Amortization 127.8 14.9 2.7 145.4 Segment EBITDA 259.5 24.8 2.6 286.9 Plus: Inventory Step-up Adjusted Segment EBITDA $ 259.5 $ 24.8 $ 2.6 $ 286.9 Segment EBITDA Margins Adjusted Segment EBITDA Margins 15.1% 24.4% 15.8% 24.4% 14.8% 15.3% Q1 FY16 ($ in millions, except percentages) North America Brazil Other Corrugated Packaging Segment Net Sales $ 1,762.3 $ 86.7 $ 115.3 $ 1,964.3 Less: Trade Sales (65.1) (65.1) Adjusted Segment Sales $ 1,697.2 $ 86.7 $ 115.3 $ 1,899.2 Segment Income $ 169.6 $ 10.0 $ 0.5 $ 180.1 Depreciation and Amortization 130.0 11.4 2.7 144.1 Segment EBITDA 299.6 21.4 3.2 324.2 Plus: Inventory Step-up 0.5 0.1 0.6 Adjusted Segment EBITDA $ 300.1 $ 21.5 $ 3.2 $ 324.8 Segment EBITDA Margins Adjusted Segment EBITDA Margins 17.0% 24.7% 17.7% 24.8% 16.5% 17.1% WestRock#25Q1 FY17 Packaging Shipments Results (1) Corrugated Packaging FY15 FY16 FY17 North America Corrugated Unit Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 External Box, Containerboard & Kraft Paper Shipments Thousands of tons 1,908.2 1,877.1 1,953.0 1,934.0 Newsprint Shipments Thousands of tons 1,940.6 1,969.2 2,019.8 26.0 2,063.5 1,951.8 Pulp Shipments Thousands of tons Total North American Corrugated Packaging Shipments Thousands of tons 87.6 1,995.8 59.6 1,936.7 79.6 2,032.6 84.0 2,018.0 80.1 2,046.7 2,040.3 71.1 94.3 2,114.1 89.7 2,153.2 80.1 2,031.9 i Corrugated Container Shipments Corrugated Container Shipments per Shipping Day Corrugated Packaging Maintenance Downtime (2) Billions of square feet 18.2 18.1 18.8 18.7 18.7 18.2 18.6 18.9 18.8 I (2) Millions of square feet Thousands of tons 297.7 292.6 298.7 292.6 306.3 288.6 291.4 294.5 312.9 68.5 79.6 104.1 3.1 119.9 68.1 60.5 32.2 115.4 Corrugated Packaging Economic Downtime Thousands of tons 53.1 24.5 29.5 83.9 144.0 30.1 71.7 0.1 Brazil and India Corrugated Packaging Shipments Thousands of tons 166.5 168.2 175.1 171.4 180.2 173.5 166.8 164.8 151.0 Corrugated Container Shipments Billions of square feet 1.4 1.4 1.5 1.4 1.5 1.3 1.4 Corrugated Container Shipments per Shipping Day Millions of square feet 18.7 20.4 19.9 18.1 19.2 19.8 19.1 1.6 19.6 1.5 20.4 Total Corrugated Packaging Segment Shipments (3) Thousands of tons 2,162.3 2,104.9 2,207.7 2,189.4 2,226.9 2,213.8 2,280.9 2,318.0 2,182.9 Consumer Packaging WestRock Consumer Packaging Segment Shipments Pulp Shipments Consumer Packaging Converting Shipments Thousands of tons Thousands of tons Billions of square feet 871.0 68.3 875.4 955.3 955.1 876.0 898.3 911.0 929.9 879.0 45.6 60.7 88.8 73.3 76.1 75.3 68.8 37.5 8.6 8.6 9.2 9.2 8.8 9.0 9.5 9.4 9.0 25 2) 723 1) Combined RKT and MWV shipments for Q1 FY15 to Q3 FY15. 3) Recast to exclude box plants contributed to Grupo Gondi prior to Q3 FY16. Combined North America, Brazil and India shipments. WestRock#26Q1 FY17 LTM Credit Agreement EBITDA ($ in millions) Income from Continuing Operations Interest Expense, Net Income Taxes Depreciation, Depletion and Amortization Additional Permitted Charges (1) LTM Credit Agreement EBITDA SA $ LTM Q1 FY17 202.9 183.7 68.5 1,092.9 730.8 2,278.8 26 1) Additional Permitted Charges includes among other items, $285 million of restructuring and other costs and $5 million pre-tax expense for inventory stepped-up in purchase accounting. WestRock#27Q1 FY17 Total Debt, Funded Debt and Leverage Ratio ($ in millions, except ratios) Current Portion of Debt Long-Term Debt Due After One Year Total Debt Less: Unamortized Debt Stepped-up to Fair Value in Purchase and Deferred Financing Costs Plus: Letters of Credit, Guarantees and Other Adjustments Total Funded Debt LTM Credit Agreement EBITDA Leverage Ratio 27 22 Q1 FY17 FA $ 283.4 5,483.8 5,767.2 (296.0) (58.5) $ 5,412.7 $ 2,278.8 2.38x WestRock#28Adjusted Free Cash Flow ($ in millions) Net Cash Provided by Operating Activities Less: Capital Expenditures Free Cash Flow Plus: Cash Restructuring and other costs, net of income tax expense of $13.6 and $17.0 Adjusted Free Cash Flow 28 Q1 FY17 Q1 FY16 $ 517.4 $ 523.0 (176.1) (203.8) 341.3 319.2 27.5 31.6 $ 368.8 $ 350.8 WestRock#29LTM Q1 FY17 Adjusted EBITDA Reconciliation ($ in millions) Adjusted Segment EBITDA $ 29 29 Q2 FY16 Q3 FY16 Q4 FY16 530.5 $ 609.9 $ 588.8 $ Q1 FY17 490.2 LTM $ 2,219.4 WestRock#30Q4 FY16 Adjusted Segment Sales, Adjusted EBITDA and Adjusted EBITDA Margin Q4 FY16 ($ in millions, except percentages) Corrugated Packaging Consumer Packaging Land and Development Non-Allocated / Eliminations Consolidated Segment Net Sales $ 2,003.7 $ 1,621.7 $ 43.7 (57.4) 3,611.7 Less: Trade Sales (71.8) (71.8) Adjusted Segment Sales $ 1,931.9 $ 1,621.7 $ 43.7 $ (57.4) $ 3,539.9 Segment Income (Loss) and Non-allocated Expenses $ 192.4 $ 139.1 $ (1.6) (20.1) $ 309.8 Depreciation and Amortization 147.2 127.0 0.2 4.4 278.8 Less: Deferred Financing Costs (1.3) (1.3) Segment EBITDA 339.6 266.1 (1.4) (17.0) 587.3 Plus: Inventory Step-up 1.5 1.5 Adjusted Segment EBITDA and Non-allocated Expenses $ 339.6 $ 267.6 $ (1.4) $ (17.0) $ 588.8 Segment EBITDA Margins Adjusted Segment EBITDA Margins 30 50 16.9% 16.4% 17.6% 16.5% WestRock#31Q3 FY16 Adjusted Segment Sales, Adjusted EBITDA and Adjusted EBITDA Margin Q3 FY16 ($ in millions, except percentages) Corrugated Packaging Consumer Packaging Land and Development Non-Allocated / Eliminations Consolidated Segment Net Sales Less: Trade Sales Adjusted Segment Sales $ 1,967.7 $ 1,635.8 $ 42.0 (49.0) 3,596.5 (70.6) (70.6) $ 1,897.1 $ 1,635.8 $ 42.0 $ (49.0) $ 3,525.9 Segment Income and Non-allocated Expenses $ 192.4 $ 151.7 $ 9.5 (15.3) $ 338.3 Depreciation and Amortization 144.1 124.2 0.3 2.0 270.6 Less: Deferred Financing Costs (1.0) (1.0) Segment EBITDA 336.5 275.9 9.8 (14.3) 607.9 Plus: Inventory Step-up 2.8 (0.8) 2.0 Adjusted Segment EBITDA and Non-allocated Expenses $ 339.3 $ 275.1 $ 9.8 $ (14.3) $ 609.9 Segment EBITDA Margins Adjusted Segment EBITDA Margins 31 17.1% 16.9% 17.9% 16.8% WestRock#32Q2 FY16 Adjusted Segment Sales, Adjusted EBITDA and Adjusted EBITDA Margin Q2 FY16 ($ in millions, except percentages) Corrugated Packaging Consumer Packaging Land and Development Non-Allocated / Eliminations Consolidated Segment Net Sales Less: Trade Sales Adjusted Segment Sales $ 1,932.8 $ 1,588.4 $ 18.7 (47.2) 3,492.7 (67.4) (67.4) $ 1,865.4 $ 1,588.4 $ 18.7 $ (47.2) $ 3,425.3 Segment Income (Loss) and Non-allocated Expenses $ 175.0 $ 99.7 $ (4.0) $ (9.2) $ 261.5 Depreciation and Amortization 140.8 122.6 0.2 4.7 268.3 Less: Deferred Financing Costs (1.1) (1.1) Segment EBITDA 315.8 222.3 (3.8) (5.6) 528.7 Plus: Inventory Step-up 1.8 1.8 Adjusted Segment EBITDA and Non-allocated Expenses $ 315.8 $ 224.1 $ (3.8) $ (5.6) $ 530.5 Segment EBITDA Margins Adjusted Segment EBITDA Margins 32 32 16.3% 14.0% 16.9% 14.1% WestRock#33Key Commodity Annual Consumption Volumes and FX by Currency Expected Annual Consumption Volumes FX By Currency in Q1 FY17 Commodity Category Volume 3% 3% 3% EUR BRL Other 7% Recycled Fiber (tons millions) 5 CAD Wood (tons millions) 31 Natural Gas (cubic feet billions) 65 Diesel (gallons millions) 87 Electricity (kwh billions) 4.7 Revenue by Transaction Currency Polyethylene (lbs millions) 40 Caustic Soda (tons thousands) Starch (lbs millions) 194 524 33 Sensitivity Analysis Category Recycled Fiber (tons millions) Natural Gas (cubic feet billions) FX Translation Impact +$10.00/ton Increase in Spot Price Annual EPS Impact ($0.11) ($0.04) ($0.05 - $0.06) +$0.25/MMBTU +10% USD Appreciation 84% USD WestRock#34Additional Information / Participants in Solicitation Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of Multi Packaging Solutions International Limited ("MPS") by WestRock. In connection with the proposed MPS acquisition, MPS intends to file relevant materials with the SEC, including MPS' proxy statement in preliminary and definitive form. Shareholders of MPS are urged to read all relevant documents filed with the SEC, including MPS' definitive proxy statement, because they will contain important information about the proposed transaction. Investors and security holders are able to obtain the documents (once available) free of charge at the SEC's web site, http://www.sec.gov. Such documents are not currently available. Participants in Solicitation WestRock and its directors and executive officers, and MPS and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of MPS common shares in respect of the proposed transaction. Information about the directors and executive officers of WestRock is set forth in the proxy statement for WestRock's 2017 Annual Meeting of stockholders, which was filed with the SEC on December 16, 2016. Information about the directors and executive officers of MPS is set forth in the proxy statement for MPS's 2016 Annual General Meeting of Members, which was filed with the SEC on October 6, 2016. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the acquisition (once available). 34 =4 WestRock#35WestRock