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Restructuring and Other Costs
9 Months Ended
Jun. 30, 2022
Restructuring And Other Costs [Abstract]  
Restructuring and Other Costs

Note 3. Restructuring and Other Costs

Summary of Restructuring and Other Initiatives

We recorded pre-tax restructuring and other costs of $0.6 million and $366.3 million for the three and nine months ended June 30, 2022 and $6.9 million and $19.8 million for the three and nine months ended June 30, 2021. These amounts are not comparable since the timing and scope of the individual actions associated with each restructuring, acquisition, integration or divestiture can vary. We present our restructuring and other costs in more detail below.

The following table summarizes our Restructuring and other costs (in millions):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Restructuring

 

$

(1.8

)

 

$

7.0

 

 

$

363.2

 

 

$

17.7

 

Other

 

 

2.4

 

 

 

(0.1

)

 

 

3.1

 

 

 

2.1

 

Restructuring and other costs

 

$

0.6

 

 

$

6.9

 

 

$

366.3

 

 

$

19.8

 

 

Restructuring

Our restructuring charges are primarily associated with restructuring portions of our operations (i.e., partial or complete facility closures). A partial facility closure may consist of shutting down a machine and/or a workforce reduction. We generally incur various reduction in workforce actions, facility closure activities, impairment costs and certain lease or other contract terminations in each fiscal year.

When we close a facility, if necessary, we recognize a write-down to reduce the carrying value of related property, plant and equipment and lease right-of-use (“ROU”) assets to their fair value and record charges for severance and other 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. 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. For facility closures, we also generally expect to record costs for equipment relocation, facility carrying costs and costs to terminate a lease or contract before the end of its term.

Although specific circumstances vary, our strategy has generally been to consolidate our sales and operations into large well-equipped facilities 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 facility's assets and production to our other facilities. We believe these actions have allowed us to more effectively manage our business.

While restructuring costs are not charged to our segments and, therefore, do not reduce each segment's Adjusted EBITDA (as hereinafter defined), we highlight the segment to which the charges relate. As discussed above, effective October 1, 2021, we reorganized our segment reporting to four reportable segments and have recast the prior year disclosure. Since we do not allocate restructuring costs to our segments, charges incurred in

the Global Paper segment will represent all charges associated with our recycling operations and vertically integrated mills. These operations manufacture for the benefit of each reportable segment that ultimately sells the associated paper and packaging products to our external customers.

We are committed to improving our return on invested capital as well as maximizing the performance of our assets. In the second quarter of fiscal 2022, we recorded various impairments and other charges associated with our decision to permanently cease operations at our Panama City, FL mill by June 6, 2022 as reflected in the table below in the Global Paper segment for the nine months ended June 30, 2022. The mill has ceased operations. The Panama City mill was expected to require significant capital investment to maintain and improve going forward, and the production of fluff pulp is not a priority in our strategy to focus on higher value markets. By closing this mill, significant capital that would have been required to keep the mill competitive in the future is expected to be deployed to improve other key assets. We expect to record future restructuring charges, primarily associated with future carrying costs. The mill had produced containerboard, primarily heavyweight kraft, and fluff pulp, with a combined annual capacity of 645,000 tons of which approximately two-thirds was shipped to external customers. Select grades of containerboard previously produced at the mill are expected to be manufactured at other WestRock facilities.

The following table presents a summary of restructuring charges related to active restructuring initiatives that we incurred during the three and nine months ended June 30, 2022 and 2021, the cumulative recorded amount since we started the initiatives and our estimate of the total we expect to incur (in millions):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

June 30,

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

Cumulative

 

 

Total
Expected

 

Corrugated Packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PP&E and related costs

 

$

0.3

 

 

$

 

 

$

0.3

 

 

$

 

 

$

3.9

 

 

$

3.9

 

Severance and other employee costs

 

 

0.2

 

 

 

0.3

 

 

 

4.2

 

 

 

(0.7

)

 

 

32.9

 

 

 

32.9

 

Other restructuring costs

 

 

0.6

 

 

 

1.0

 

 

 

1.0

 

 

 

2.3

 

 

 

11.2

 

 

 

17.8

 

Restructuring total

 

$

1.1

 

 

$

1.3

 

 

$

5.5

 

 

$

1.6

 

 

$

48.0

 

 

$

54.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PP&E and related costs

 

$

 

 

$

 

 

$

 

 

$

0.2

 

 

$

3.3

 

 

$

3.3

 

Severance and other employee costs

 

 

1.4

 

 

 

4.2

 

 

 

4.5

 

 

 

10.0

 

 

 

34.7

 

 

 

34.7

 

Other restructuring costs

 

 

 

 

 

1.1

 

 

 

0.1

 

 

 

3.0

 

 

 

10.6

 

 

 

10.6

 

Restructuring total

 

$

1.4

 

 

$

5.3

 

 

$

4.6

 

 

$

13.2

 

 

$

48.6

 

 

$

48.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Paper

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PP&E and related costs

 

$

(7.5

)

 

$

 

 

$

336.9

 

 

$

 

 

$

388.1

 

 

$

388.1

 

Severance and other employee costs

 

 

(0.8

)

 

 

 

 

 

9.9

 

 

 

 

 

 

16.5

 

 

 

18.7

 

Other restructuring costs

 

 

1.2

 

 

 

 

 

 

1.2

 

 

 

0.1

 

 

 

22.2

 

 

 

98.1

 

Restructuring total

 

$

(7.1

)

 

$

 

 

$

348.0

 

 

$

0.1

 

 

$

426.8

 

 

$

504.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PP&E and related costs

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Severance and other employee costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.2

 

 

 

0.2

 

Other restructuring costs

 

 

1.0

 

 

 

 

 

 

1.0

 

 

 

 

 

 

1.0

 

 

 

1.0

 

Restructuring total

 

$

1.0

 

 

$

 

 

$

1.0

 

 

$

 

 

$

1.2

 

 

$

1.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PP&E and related costs

 

$

0.4

 

 

$

 

 

$

1.6

 

 

$

 

 

$

10.4

 

 

$

10.4

 

Severance and other employee costs

 

 

 

 

 

 

 

 

 

 

 

0.9

 

 

 

59.5

 

 

 

59.5

 

Other restructuring costs

 

 

1.4

 

 

 

0.4

 

 

 

2.5

 

 

 

1.9

 

 

 

1.7

 

 

 

1.7

 

Restructuring total

 

$

1.8

 

 

$

0.4

 

 

$

4.1

 

 

$

2.8

 

 

$

71.6

 

 

$

71.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PP&E and related costs

 

$

(6.8

)

 

$

 

 

$

338.8

 

 

$

0.2

 

 

$

405.7

 

 

$

405.7

 

Severance and other employee costs

 

 

0.8

 

 

 

4.5

 

 

 

18.6

 

 

 

10.2

 

 

 

143.8

 

 

 

146.0

 

Other restructuring costs

 

 

4.2

 

 

 

2.5

 

 

 

5.8

 

 

 

7.3

 

 

 

46.7

 

 

 

129.2

 

Restructuring total

 

$

(1.8

)

 

$

7.0

 

 

$

363.2

 

 

$

17.7

 

 

$

596.2

 

 

$

680.9

 

 

(1)
The Cumulative and Total Expected columns each exclude approximately $2 million for our former Land and Development segment restructuring charges that were incurred in prior periods since the table includes no current year or prior year period activity for that segment.

We have defined “PP&E and related costs” as used in this Note 3 primarily 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, related parts and supplies on such assets, and deferred major maintenance costs, if any. We also define "Other restructuring costs" as facility carrying costs, equipment and inventory relocation costs, lease or other contract termination costs, and other items.

Other Costs

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, integration and divestiture costs to be corporate costs regardless of the segment or segments involved in the transaction.

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Acquisition costs

 

$

1.5

 

 

$

(0.3

)

 

$

1.9

 

 

$

0.4

 

Integration costs

 

 

0.2

 

 

 

(0.2

)

 

 

0.4

 

 

 

1.1

 

Divestiture costs

 

 

0.7

 

 

 

0.4

 

 

 

0.8

 

 

 

0.6

 

Other total

 

$

2.4

 

 

$

(0.1

)

 

$

3.1

 

 

$

2.1

 

 

The following table summarizes the changes in the restructuring accrual, which is primarily composed of accrued severance and other employee costs, and 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

 

 

 

June 30,

 

 

 

2022

 

 

2021

 

Accrual at beginning of fiscal year

 

$

13.4

 

 

$

17.2

 

Additional accruals

 

 

24.1

 

 

 

12.1

 

Payments

 

 

(8.2

)

 

 

(14.7

)

Adjustment to accruals

 

 

(0.8

)

 

 

(2.1

)

Foreign currency rate changes and other

 

 

(0.2

)

 

 

(1.8

)

Accrual at June 30

 

$

28.3

 

 

$

10.7

 

 

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

 

 

 

Nine Months Ended

 

 

 

June 30,

 

 

 

2022

 

 

2021

 

Additional accruals and adjustments to accruals
   (see table above)

 

$

23.3

 

 

$

10.0

 

PP&E and related costs

 

 

338.8

 

 

 

0.2

 

Severance and other employee costs

 

 

 

 

 

0.4

 

Acquisition costs

 

 

1.9

 

 

 

0.4

 

Integration costs

 

 

0.4

 

 

 

1.1

 

Divestiture costs

 

 

0.8

 

 

 

0.6

 

Other restructuring costs

 

 

1.1

 

 

 

7.1

 

Total restructuring and other costs

 

$

366.3

 

 

$

19.8