8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2023

WestRock Company

(Exact name of registrant as specified in its charter)

Delaware	001-38736		37-1880617
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
1000 Abernathy Road, Atlanta, Georgia		30328
(Address of principal executive offices)		(Zip Code)

(770) 448-2193

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  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. ☐

Item 2.05.          Costs Associated with Exit or Disposal Activities.

On August 1, 2023, WestRock Company (the “Company”) announced its plan to permanently cease operating the Company’s paper mill located in Tacoma, Washington, and to conclude production by September 30, 2023, as part of its ongoing efforts to improve return on invested capital and maximize the performance of its assets. The Company expects to incur aggregate charges of approximately $345 million associated with the Tacoma mill closure, consisting of approximately $247 million in asset write-down or related charges, $12 million in severance and other employee costs, and $86 million in other restructuring costs (e.g., mill shutdown, contract termination and facility carrying costs). The Company will recognize the substantial majority of the charges in the fourth fiscal quarter of 2023 and expects approximately two-thirds of these charges to be non-cash in nature. The remaining one-third of these charges, which relate to severance and other restructuring costs, are expected to be paid in cash generally over two years. These estimates are subject to a number of assumptions, and actual results may differ from our initial estimates.

Item 7.01.          Regulation FD Disclosure.

On August 1, 2023, the Company issued a press release related to the planned closure of the Tacoma mill. A copy of the press release is attached as Exhibit 99.1. The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

Item 9.01.          Financial Statements and Exhibits.

(c) Exhibits

     99.1              WestRock Announces Plans to Close Tacoma, Wash., Paper Mill

     104               The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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 hereunto duly authorized.

		WESTROCK COMPANY
		(Registrant)
Date: August 1, 2023	By:	/s/ Alexander W. Pease
		Alexander W. Pease
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

WestRock Announces Plans to Close Tacoma, Wash., Paper Mill

ATLANTA--(BUSINESS WIRE)--August 1, 2023--WestRock Company (NYSE: WRK) today announced it will permanently cease operating its paper mill in Tacoma, Washington, and will conclude production by September 30, 2023.

WestRock is committed to improving its return on invested capital as well as maximizing the performance of its assets. The combination of high operating costs and the need for significant capital investment were the determining factors in the decision to cease operations at the mill.

“WestRock is working to optimize our operational footprint and consolidate production in order to improve our return on invested capital, and we have made the difficult decision to close the Tacoma mill as part of this effort,” said David B. Sewell, chief executive officer at WestRock. “One of the most critical factors we consider when making the difficult decision to close a facility is the impact it will have on the lives of our team members, and we are committed to assisting our Tacoma team with exploring roles at other WestRock locations and nearby companies as well as providing outplacement assistance.”

The Tacoma mill produces kraft and white top liner and bleached pulp for a combined annual capacity of 510,000 tons. The majority of kraft and white top liner will be transitioned to other mills in the WestRock system to serve our customers in North America and international markets. Approximately 60,000 annual tons of pulp and 25,000 annual tons of specialty grade capacity will be reduced due to the shutdown.

The Tacoma mill employs approximately 400 people. Employees will receive severance and outplacement assistance in accordance with WestRock policy and labor union agreements.

About WestRock

WestRock (NYSE: WRK) is a global leader in sustainable paper and packaging solutions, with more than 58,000 teammates in the Americas, Europe and Asia-Pacific. Our integrated packaging capabilities offer end-to-end solutions to help customers address their greatest challenges.

Forward-looking Statements

This press release contains 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 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 forward-looking statements are not a guarantee of future performance and that actual results could differ materially from those contained in forward-looking statements. Our businesses are subject to a number of risks that could affect any such forward-looking statements. These risks are 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 year ended September 30, 2022, and in our quarterly report on Form 10-Q for the quarter ended March 31, 2023.

Contacts

Media:
Robby Johnson, 470-328-6397
Senior Manager, Corporate Communications
robby.b.johnson@westrock.com

Investors:
Rob Quartaro, 470-328-6979
Senior Vice President, Investor Relations
robert.quartaro@westrock.com

XML

Document and Entity Information	Aug. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 01, 2023
Entity Registrant Name	WestRock Company
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38736
Entity Tax Identification Number	37-1880617
Entity Address, Address Line One	1000 Abernathy Road
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30328
City Area Code	770
Local Phone Number	448-2193
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001732845
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	WRK
Security Exchange Name	NYSE
Entity Information, Former Legal or Registered Name	Not Applicable