|
S
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the quarterly period ended
March 31, 2012
|
£
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from
to
|
Georgia
|
|
62-0342590
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
504 Thrasher Street, Norcross, Georgia
|
|
30071
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
S
|
|
Accelerated filer
£
|
Non-accelerated filer
£
(Do not check if smaller reporting company)
|
|
Smaller reporting company
£
|
Class
|
|
Outstanding as of April 20, 2012
|
Class A Common Stock, $0.01 par value
|
|
70,678,990
|
|
|
|
Page
|
PART I
|
|
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
Item 1.
|
FINANCIAL STATEMENTS (UNAUDITED)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net sales
|
$
|
2,282.9
|
|
|
$
|
792.9
|
|
|
$
|
4,550.6
|
|
|
$
|
1,554.0
|
|
Cost of goods sold
|
1,922.1
|
|
|
626.6
|
|
|
3,797.6
|
|
|
1,208.9
|
|
||||
Gross profit
|
360.8
|
|
|
166.3
|
|
|
753.0
|
|
|
345.1
|
|
||||
Selling, general and administrative expenses
|
229.6
|
|
|
88.3
|
|
|
455.5
|
|
|
171.5
|
|
||||
Restructuring and other costs, net
|
28.1
|
|
|
6.3
|
|
|
38.4
|
|
|
6.9
|
|
||||
Operating profit
|
103.1
|
|
|
71.7
|
|
|
259.1
|
|
|
166.7
|
|
||||
Interest expense
|
(32.2
|
)
|
|
(16.2
|
)
|
|
(64.9
|
)
|
|
(32.9
|
)
|
||||
Loss on extinguishment of debt
|
(19.5
|
)
|
|
—
|
|
|
(19.5
|
)
|
|
—
|
|
||||
Interest income and other income, net
|
0.5
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||
Equity in income of unconsolidated entities
|
1.4
|
|
|
0.3
|
|
|
2.1
|
|
|
0.6
|
|
||||
Income before income taxes
|
53.3
|
|
|
55.8
|
|
|
177.7
|
|
|
134.4
|
|
||||
Income tax expense
|
(20.6
|
)
|
|
(17.5
|
)
|
|
(68.2
|
)
|
|
(44.8
|
)
|
||||
Consolidated net income
|
32.7
|
|
|
38.3
|
|
|
109.5
|
|
|
89.6
|
|
||||
Less: Net income attributable to noncontrolling interests
|
(0.8
|
)
|
|
(1.3
|
)
|
|
(0.9
|
)
|
|
(2.3
|
)
|
||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
31.9
|
|
|
$
|
37.0
|
|
|
$
|
108.6
|
|
|
$
|
87.3
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to Rock-Tenn Company shareholders
|
$
|
0.45
|
|
|
$
|
0.94
|
|
|
$
|
1.52
|
|
|
$
|
2.23
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share attributable to Rock-Tenn Company shareholders
|
$
|
0.44
|
|
|
$
|
0.92
|
|
|
$
|
1.50
|
|
|
$
|
2.19
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends paid per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Consolidated net income
|
$
|
32.7
|
|
|
$
|
38.3
|
|
|
$
|
109.5
|
|
|
$
|
89.6
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gain
|
7.2
|
|
|
5.8
|
|
|
14.2
|
|
|
11.8
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Deferred loss on cash flow hedges
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||
Less: reclassification adjustment of net loss on cash flow hedges included in earnings
|
0.6
|
|
|
1.0
|
|
|
1.4
|
|
|
2.2
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
||||||||
Amortization of net actuarial loss, included in pension cost
|
3.4
|
|
|
3.0
|
|
|
6.6
|
|
|
5.8
|
|
||||
Amortization of prior service cost, included in pension cost
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
Other comprehensive income
|
11.2
|
|
|
9.7
|
|
|
22.3
|
|
|
19.8
|
|
||||
Comprehensive income
|
43.9
|
|
|
48.0
|
|
|
131.8
|
|
|
109.4
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
(1.2
|
)
|
|
(1.6
|
)
|
|
(1.4
|
)
|
|
(3.0
|
)
|
||||
Comprehensive income attributable to Rock-Tenn Company shareholders
|
$
|
42.7
|
|
|
$
|
46.4
|
|
|
$
|
130.4
|
|
|
$
|
106.4
|
|
|
March 31,
2012 |
|
September 30,
2011 |
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
34.9
|
|
|
$
|
41.7
|
|
Restricted cash
|
41.1
|
|
|
41.1
|
|
||
Accounts receivable (net of allowances of $29.0 and $30.1)
|
1,054.5
|
|
|
1,109.6
|
|
||
Inventories
|
921.6
|
|
|
849.8
|
|
||
Other current assets
|
153.3
|
|
|
186.7
|
|
||
Total current assets
|
2,205.4
|
|
|
2,228.9
|
|
||
Property, plant and equipment at cost:
|
|
|
|
||||
Land and buildings
|
1,168.5
|
|
|
1,135.1
|
|
||
Machinery and equipment
|
5,885.2
|
|
|
5,691.1
|
|
||
Transportation equipment
|
13.4
|
|
|
12.8
|
|
||
Leasehold improvements
|
14.8
|
|
|
6.9
|
|
||
|
7,081.9
|
|
|
6,845.9
|
|
||
Less accumulated depreciation and amortization
|
(1,534.0
|
)
|
|
(1,318.7
|
)
|
||
Net property, plant and equipment
|
5,547.9
|
|
|
5,527.2
|
|
||
Goodwill
|
1,814.7
|
|
|
1,839.4
|
|
||
Intangibles, net
|
810.3
|
|
|
799.4
|
|
||
Other assets
|
225.4
|
|
|
171.1
|
|
||
|
$
|
10,603.7
|
|
|
$
|
10,566.0
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Current portion of debt
|
$
|
260.0
|
|
|
$
|
143.3
|
|
Accounts payable
|
760.2
|
|
|
780.7
|
|
||
Accrued compensation and benefits
|
211.2
|
|
|
220.0
|
|
||
Other current liabilities
|
200.2
|
|
|
174.3
|
|
||
Total current liabilities
|
1,431.6
|
|
|
1,318.3
|
|
||
Long-term debt due after one year
|
3,148.4
|
|
|
3,302.5
|
|
||
Pension liabilities, net of current portion
|
1,313.4
|
|
|
1,431.0
|
|
||
Postretirement benefit liabilities, net of current portion
|
158.5
|
|
|
155.2
|
|
||
Deferred income taxes
|
896.1
|
|
|
827.1
|
|
||
Other long-term liabilities
|
156.6
|
|
|
153.3
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Redeemable noncontrolling interests
|
7.8
|
|
|
6.3
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares outstanding
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value; 175,000,000 shares authorized; 70,670,699 and 70,467,904 shares outstanding at March 31, 2012 and September 30, 2011, respectively
|
0.7
|
|
|
0.7
|
|
||
Capital in excess of par value
|
2,784.8
|
|
|
2,762.7
|
|
||
Retained earnings
|
982.6
|
|
|
907.4
|
|
||
Accumulated other comprehensive loss
|
(277.4
|
)
|
|
(299.2
|
)
|
||
Total Rock-Tenn Company shareholders’ equity
|
3,490.7
|
|
|
3,371.6
|
|
||
Noncontrolling interests
|
0.6
|
|
|
0.7
|
|
||
Total equity
|
3,491.3
|
|
|
3,372.3
|
|
||
|
$
|
10,603.7
|
|
|
$
|
10,566.0
|
|
|
Six Months Ended
|
||||||
|
March 31,
|
||||||
|
2012
|
|
2011
|
||||
Operating activities:
|
|
|
|
||||
Consolidated net income
|
$
|
109.5
|
|
|
$
|
89.6
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
265.3
|
|
|
73.9
|
|
||
Deferred income tax expense
|
60.8
|
|
|
26.5
|
|
||
Share-based compensation expense
|
11.8
|
|
|
9.4
|
|
||
Loss on extinguishment of debt
|
19.5
|
|
|
—
|
|
||
Gain on disposal of plant, equipment and other, net
|
(6.0
|
)
|
|
(0.1
|
)
|
||
Equity in income of unconsolidated entities
|
(2.1
|
)
|
|
(0.6
|
)
|
||
Settlement of interest rate swaps
|
(2.8
|
)
|
|
—
|
|
||
Pension and other postretirement funding (more) less than expense
|
(108.2
|
)
|
|
8.5
|
|
||
Impairment adjustments and other non-cash items
|
15.5
|
|
|
0.7
|
|
||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
73.7
|
|
|
5.5
|
|
||
Inventories
|
(56.5
|
)
|
|
(8.7
|
)
|
||
Other assets
|
(32.7
|
)
|
|
(1.9
|
)
|
||
Accounts payable
|
(26.3
|
)
|
|
10.7
|
|
||
Income taxes
|
15.5
|
|
|
1.2
|
|
||
Accrued liabilities and other
|
0.8
|
|
|
(20.7
|
)
|
||
Net cash provided by operating activities
|
337.8
|
|
|
194.0
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(202.2
|
)
|
|
(58.8
|
)
|
||
Cash paid for purchase of business, net of cash acquired
|
(87.5
|
)
|
|
—
|
|
||
Investment in unconsolidated entities
|
(1.7
|
)
|
|
(1.2
|
)
|
||
Return of capital from unconsolidated entities
|
1.1
|
|
|
0.4
|
|
||
Proceeds from sale of property, plant and equipment
|
32.6
|
|
|
0.6
|
|
||
Proceeds from property, plant and equipment insurance settlement
|
—
|
|
|
0.3
|
|
||
Net cash used for investing activities
|
(257.7
|
)
|
|
(58.7
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of notes
|
748.9
|
|
|
—
|
|
||
Additions to revolving credit facilities
|
210.7
|
|
|
23.1
|
|
||
Repayments of revolving credit facilities
|
(80.9
|
)
|
|
(29.3
|
)
|
||
Additions to debt
|
283.0
|
|
|
35.0
|
|
||
Repayments of debt
|
(1,208.7
|
)
|
|
(144.5
|
)
|
||
Debt issuance costs
|
(5.7
|
)
|
|
(0.5
|
)
|
||
Debt extinguishment costs
|
(13.9
|
)
|
|
—
|
|
||
Issuances of common stock, net of related minimum tax withholdings
|
(1.7
|
)
|
|
(3.7
|
)
|
||
Excess tax benefits from share-based compensation
|
7.9
|
|
|
0.6
|
|
||
Advances from (repayments to) unconsolidated entity
|
0.4
|
|
|
(0.3
|
)
|
||
Cash dividends paid to shareholders
|
(28.2
|
)
|
|
(15.7
|
)
|
||
Cash distributions paid to noncontrolling interests
|
—
|
|
|
(3.2
|
)
|
||
Net cash used for financing activities
|
(88.2
|
)
|
|
(138.5
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1.3
|
|
|
(0.8
|
)
|
||
Decrease in cash and cash equivalents
|
(6.8
|
)
|
|
(4.0
|
)
|
||
Cash and cash equivalents at beginning of period
|
41.7
|
|
|
15.9
|
|
||
Cash and cash equivalents at end of period
|
$
|
34.9
|
|
|
$
|
11.9
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid (received) during the period for:
|
|
|
|
||||
Income taxes, net of refunds
|
$
|
(16.6
|
)
|
|
$
|
16.2
|
|
Interest, net of amounts capitalized
|
60.1
|
|
|
32.0
|
|
Note 1.
|
Interim Financial Statements
|
Note 2.
|
New Accounting Standards
|
Note 3.
|
Equity and Other Comprehensive Income
|
|
Rock-Tenn
Company
Shareholders’
Equity
|
|
Noncontrolling
(1)
Interests
|
|
Total
Equity
|
||||||
Balance at September 30, 2011
|
$
|
3,371.6
|
|
|
$
|
0.7
|
|
|
$
|
3,372.3
|
|
Net income
|
108.6
|
|
|
(0.1
|
)
|
|
108.5
|
|
|||
Other comprehensive income, net of tax
|
21.8
|
|
|
—
|
|
|
21.8
|
|
|||
Income tax benefit from share-based plans
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|||
Compensation expense under share-based plans
|
11.8
|
|
|
—
|
|
|
11.8
|
|
|||
Cash dividends (per share - $0.40)
|
(28.2
|
)
|
|
—
|
|
|
(28.2
|
)
|
|||
Issuance of Class A common stock, net of stock received for minimum tax withholdings
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||
Balance at March 31, 2012
|
$
|
3,490.7
|
|
|
$
|
0.6
|
|
|
$
|
3,491.3
|
|
(1)
|
Excludes amounts related to contingently redeemable noncontrolling interests which are separately classified outside of permanent equity in the mezzanine section of the Condensed Consolidated Balance Sheets.
|
Note 4.
|
Earnings per Share
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31, 2012
|
|
March 31, 2012
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
31.9
|
|
|
$
|
37.0
|
|
|
$
|
108.6
|
|
|
$
|
87.3
|
|
Less: Distributed and undistributed income available to participating securities
|
(0.2
|
)
|
|
(0.8
|
)
|
|
(0.6
|
)
|
|
(1.2
|
)
|
||||
Distributed and undistributed income attributable to Rock-Tenn Company shareholders
|
$
|
31.7
|
|
|
$
|
36.2
|
|
|
$
|
108.0
|
|
|
$
|
86.1
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
71.0
|
|
|
38.7
|
|
|
70.9
|
|
|
38.6
|
|
||||
Basic earnings per share attributable to Rock-Tenn Company shareholders
|
$
|
0.45
|
|
|
$
|
0.94
|
|
|
$
|
1.52
|
|
|
$
|
2.23
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
31.9
|
|
|
$
|
37.0
|
|
|
$
|
108.6
|
|
|
$
|
87.3
|
|
Less: Distributed and undistributed income available to participating securities
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(0.6
|
)
|
|
(1.2
|
)
|
||||
Distributed and undistributed income attributable to Rock-Tenn Company shareholders
|
$
|
31.7
|
|
|
$
|
36.3
|
|
|
$
|
108.0
|
|
|
$
|
86.1
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
71.0
|
|
|
38.7
|
|
|
70.9
|
|
|
38.6
|
|
||||
Effect of dilutive stock options and non-participating securities
|
0.9
|
|
|
0.5
|
|
|
0.9
|
|
|
0.7
|
|
||||
Diluted weighted average shares outstanding
|
71.9
|
|
|
39.2
|
|
|
71.8
|
|
|
39.3
|
|
||||
Diluted earnings per share attributable to Rock-Tenn Company shareholders
|
$
|
0.44
|
|
|
$
|
0.92
|
|
|
$
|
1.50
|
|
|
$
|
2.19
|
|
Note 5.
|
Acquisitions
|
|
Amounts Recognized as of Acquisition Date
(1)
|
|
Measurement Period Adjustments
(2)
|
|
Amounts Recognized as of Acquisition Date (as Adjusted)
(3)
|
||||||
Current assets, net of cash received
|
$
|
1,459.5
|
|
|
$
|
(5.6
|
)
|
|
$
|
1,453.9
|
|
Property, plant and equipment
|
4,391.4
|
|
|
8.1
|
|
|
4,399.5
|
|
|||
Goodwill
|
1,091.6
|
|
|
(49.5
|
)
|
|
1,042.1
|
|
|||
Intangible assets
|
691.4
|
|
|
17.6
|
|
|
709.0
|
|
|||
Other long-term assets
|
95.5
|
|
|
29.7
|
|
|
125.2
|
|
|||
Total assets acquired
|
7,729.4
|
|
|
0.3
|
|
|
7,729.7
|
|
|||
|
|
|
|
|
|
||||||
Current portion of debt
|
9.4
|
|
|
—
|
|
|
9.4
|
|
|||
Current liabilities
|
816.7
|
|
|
4.1
|
|
|
820.8
|
|
|||
Long-term debt due after one year
|
1,171.1
|
|
|
—
|
|
|
1,171.1
|
|
|||
Accrued pension and other long-term benefits
|
1,205.8
|
|
|
(4.1
|
)
|
|
1,201.7
|
|
|||
Noncontrolling interest and other long-term liabilities
|
787.8
|
|
|
0.3
|
|
|
788.1
|
|
|||
Total liabilities and noncontrolling interest assumed
|
3,990.8
|
|
|
0.3
|
|
|
3,991.1
|
|
|||
|
|
|
|
|
|
||||||
Net assets acquired
|
$
|
3,738.6
|
|
|
$
|
—
|
|
|
$
|
3,738.6
|
|
(1)
|
As previously reported in the Notes to Consolidated Financial Statements included in our Fiscal 2011 Form 10-K.
|
(2)
|
The measurement period adjustments did not have a significant impact on our condensed consolidated statements of income for the three and six months ended March 31, 2012 or in any period of fiscal 2011. In addition, these adjustments did not have a significant impact on our condensed consolidated balance sheet as of September 30, 2011. Therefore, we have not retrospectively adjusted the comparative 2011 financial information presented herein.
|
(3)
|
The measurement period adjustments were due primarily to refinements of third party appraisals related to certain property, plant and equipment and intangible assets and related estimated useful lives as well as adjustments to certain tax accounts based on among other things, adjustments to deferred tax liabilities including the recent appraisal adjustments, analysis of the tax basis of acquired assets and liabilities and other tax adjustments. The net impact of the measurement period adjustments resulted in a net decrease to goodwill.
|
|
|
Weighted Avg. Life
|
|
Gross Carrying Amount
|
|||
Customer relationships
|
|
10.5
|
|
|
$
|
658.9
|
|
Favorable contracts
|
|
6.9
|
|
|
23.5
|
|
|
Technology and patents
|
|
8.0
|
|
|
13.3
|
|
|
Trademarks and tradenames
|
|
3.5
|
|
|
10.3
|
|
|
Non-compete agreements
|
|
2.0
|
|
|
3.0
|
|
|
Total
|
|
10.2
|
|
|
$
|
709.0
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
March 31, 2011
|
|
March 31, 2011
|
||||
|
(Unaudited, in millions)
|
||||||
|
|
|
|
||||
Net sales
|
$
|
2,355.3
|
|
|
$
|
4,726.8
|
|
Net income attributable to Rock-Tenn Company shareholders
|
$
|
85.3
|
|
|
$
|
181.0
|
|
Note 6.
|
Restructuring and Other Costs, Net
|
Segment
|
|
Period
|
|
Net Property,
Plant and
Equipment
(1)
|
|
Severance
and Other
Employee
Related
Costs
|
|
Equipment
and Inventory
Relocation
Costs
|
|
Facility
Carrying
Costs
|
|
Other
Costs
|
|
Total
|
||||||||||||
Corrugated
Packaging
(a)
|
Current Qtr.
|
|
$
|
6.3
|
|
|
$
|
5.8
|
|
|
$
|
0.8
|
|
|
$
|
1.6
|
|
|
$
|
4.8
|
|
|
$
|
19.3
|
|
|
YTD Fiscal 2012
|
|
5.9
|
|
|
8.4
|
|
|
1.7
|
|
|
2.4
|
|
|
4.9
|
|
|
23.3
|
|
||||||||
Prior Year Qtr.
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||
YTD Fiscal 2011
|
|
(0.3
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.3
|
|
||||||||
|
|
Cumulative
|
|
11.0
|
|
|
10.3
|
|
|
2.8
|
|
|
2.8
|
|
|
0.9
|
|
|
27.8
|
|
||||||
|
|
Expected Total
|
|
11.0
|
|
|
10.4
|
|
|
4.3
|
|
|
7.0
|
|
|
2.1
|
|
|
34.8
|
|
||||||
Consumer Packaging
(b)
|
Current Qtr.
|
|
(0.1
|
)
|
|
0.1
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|||||||
YTD Fiscal 2012
|
|
(0.7
|
)
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||||||
Prior Year Qtr.
|
|
(0.2
|
)
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
YTD Fiscal 2011
|
|
(0.2
|
)
|
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||||
|
|
Cumulative
|
|
4.0
|
|
|
3.3
|
|
|
1.6
|
|
|
0.8
|
|
|
0.9
|
|
|
10.6
|
|
||||||
|
|
Expected Total
|
|
4.0
|
|
|
4.0
|
|
|
2.3
|
|
|
1.3
|
|
|
1.0
|
|
|
12.6
|
|
||||||
Recycling and Waste Solutions
(c)
|
Current Qtr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
YTD Fiscal 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Prior Year Qtr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
YTD Fiscal 2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
Cumulative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|
0.4
|
|
||||||
|
|
Expected Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.1
|
|
|
0.5
|
|
||||||
Other
(d)
|
|
Current Qtr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
8.7
|
|
||||||
|
|
YTD Fiscal 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.4
|
|
|
15.4
|
|
||||||
|
|
Prior Year Qtr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
6.2
|
|
||||||
|
|
YTD Fiscal 2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
6.2
|
|
||||||
|
|
Cumulative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76.2
|
|
|
76.2
|
|
||||||
|
|
Expected Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76.2
|
|
|
76.2
|
|
||||||
Total
|
|
Current Qtr.
|
|
$
|
6.2
|
|
|
$
|
5.9
|
|
|
$
|
1.1
|
|
|
$
|
1.5
|
|
|
$
|
13.4
|
|
|
$
|
28.1
|
|
|
|
YTD Fiscal 2012
|
|
$
|
5.2
|
|
|
$
|
8.4
|
|
|
$
|
2.2
|
|
|
$
|
2.4
|
|
|
$
|
20.2
|
|
|
$
|
38.4
|
|
|
|
Prior Year Qtr.
|
|
$
|
(0.3
|
)
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
6.2
|
|
|
$
|
6.3
|
|
|
|
YTD Fiscal 2011
|
|
$
|
(0.5
|
)
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
6.7
|
|
|
$
|
6.9
|
|
|
|
Cumulative
|
|
$
|
15.0
|
|
|
$
|
13.6
|
|
|
$
|
4.4
|
|
|
$
|
3.9
|
|
|
$
|
78.1
|
|
|
$
|
115.0
|
|
|
|
Expected Total
|
|
$
|
15.0
|
|
|
$
|
14.4
|
|
|
$
|
6.6
|
|
|
$
|
8.7
|
|
|
$
|
79.4
|
|
|
$
|
124.1
|
|
(1)
|
We have defined
“
Net property, plant and equipment
”
as used in this Note 6 as property, plant and equipment, impairment losses, subsequent adjustments to fair value for assets classified as held for sale, and subsequent (gains) or losses on sales of property, plant and equipment and related parts and supplies and accelerated depreciation on such assets.
|
(a)
|
The Corrugated Packaging segment current year charges primarily reflect the closure of our Matane, Quebec containerboard mill and three corrugated container plants, all acquired in the Smurfit-Stone Acquisition (each initially recorded and closed in fiscal 2012) and charges associated primarily with on-going closure costs at certain of six other corrugated container plants acquired in the Smurfit-Stone Acquisition (each initially recorded in fiscal 2011, five of the six were closed in fiscal 2011 and one closed in fiscal 2012) and our Hauppauge, New York sheet plant (initially recorded in fiscal 2010 and closed in fiscal 2011). The expenses in the "Other Costs" column primarily represent repayment of energy credits and site environmental closure activities at the Matane mill. The cumulative charges are primarily for the facilities mentioned above and kraft paper assets at our Hodge, Louisiana containerboard mill we acquired in the Smurfit-Stone Acquisition. We have transferred a substantial portion of each facility's production to our other facilities.
|
(b)
|
The Consumer Packaging segment current year charges primarily reflect the gain on sale of our Milwaukee, Wisconsin folding carton facility (initially recorded and closed in fiscal 2011) and charges associated with various previously closed facilities. The cumulative charges primarily reflect the actions mentioned above as well as well as closure costs at certain of four interior packaging plants (three initially recorded and closed in fiscal 2011 and one initially recorded and closed in fiscal 2010), our Columbus, Indiana laminated paperboard converting operation and our Macon, Georgia drum manufacturing operation (each initially recorded and closed in fiscal 2010) and our Drums, Pennsylvania interior packaging plant (initially recorded and closed in fiscal 2010).
|
(c)
|
The Recycling and Waste Solutions segment cumulative charges reflect carrying costs for two collections facilities shutdown in a prior year.
|
(d)
|
The expenses in the “Other Costs” column primarily reflect costs incurred primarily as a result of our Smurfit-Stone Acquisition, including merger integration expenses. The pre-tax charges are summarized below (in millions):
|
|
Acquisition
Expenses
|
|
Integration
Expenses
|
|
Other
Expenses / (Income)
|
|
Total
|
||||||||
Current Qtr.
|
$
|
0.7
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
YTD Fiscal 2012
|
$
|
1.1
|
|
|
$
|
14.9
|
|
|
$
|
(0.6
|
)
|
|
$
|
15.4
|
|
Prior Year Qtr.
|
$
|
4.0
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
6.2
|
|
YTD Fiscal 2011
|
$
|
4.0
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
6.2
|
|
|
2012
|
|
2011
|
||||
Accrual at beginning of fiscal year
|
$
|
26.7
|
|
|
$
|
1.4
|
|
Additional accruals
|
17.3
|
|
|
0.6
|
|
||
Payments
|
(12.2
|
)
|
|
(0.6
|
)
|
||
Adjustment to accruals
|
0.2
|
|
|
(0.1
|
)
|
||
Accrual at March 31,
|
$
|
32.0
|
|
|
$
|
1.3
|
|
Reconciliation of accruals and charges to restructuring and other costs, net:
|
|
|
|
||||
|
2012
|
|
2011
|
||||
Additional accruals and adjustments to accruals (see table above)
|
$
|
17.5
|
|
|
$
|
0.5
|
|
Acquisition expenses
|
1.1
|
|
|
4.0
|
|
||
Integration expenses
|
10.6
|
|
|
2.2
|
|
||
Net property, plant and equipment
|
5.2
|
|
|
(0.5
|
)
|
||
Severance and other employee costs
|
(0.1
|
)
|
|
0.2
|
|
||
Equipment relocation
|
2.2
|
|
|
0.1
|
|
||
Facility carrying costs
|
2.4
|
|
|
0.4
|
|
||
Other
|
(0.5
|
)
|
|
—
|
|
||
Total restructuring and other costs, net
|
$
|
38.4
|
|
|
$
|
6.9
|
|
Note 7.
|
Income Taxes
|
Note 8.
|
Inventories
|
|
March 31,
2012 |
|
September 30,
2011 |
||||
Finished goods and work in process
|
$
|
359.0
|
|
|
$
|
331.1
|
|
Raw materials
|
411.8
|
|
|
404.0
|
|
||
Spare parts and supplies
|
188.0
|
|
|
173.1
|
|
||
Inventories at FIFO cost
|
958.8
|
|
|
908.2
|
|
||
LIFO reserve
|
(37.2
|
)
|
|
(58.4
|
)
|
||
Net inventories
|
$
|
921.6
|
|
|
$
|
849.8
|
|
Note 9.
|
Debt
|
|
March 31,
2012 |
|
September 30,
2011 |
||||
5.625% notes due March 2013
(a)
|
$
|
80.8
|
|
|
$
|
80.9
|
|
9.25% notes due March 2016
(a)
|
—
|
|
|
299.2
|
|
||
4.45% notes due March 2019
(a)
|
349.7
|
|
|
—
|
|
||
4.90% notes due March 2022
(a)
|
399.2
|
|
|
—
|
|
||
Term loan facilities
(b)
|
1,665.1
|
|
|
2,223.1
|
|
||
Revolving credit and swing facilities
(b)
|
380.1
|
|
|
238.0
|
|
||
Receivables-backed financing facility
(c)
|
507.0
|
|
|
559.0
|
|
||
Industrial development revenue bonds, bearing interest at variable rates (2.54% at September 30, 2011)
(d)
|
—
|
|
|
17.4
|
|
||
Other debt
|
26.5
|
|
|
28.2
|
|
||
Total debt
|
3,408.4
|
|
|
3,445.8
|
|
||
Less current portion of debt
|
260.0
|
|
|
143.3
|
|
||
Long-term debt due after one year
|
$
|
3,148.4
|
|
|
$
|
3,302.5
|
|
(a)
|
On February 22, 2012, we issued
$350.0 million
aggregate principal amount of
4.45%
senior notes due March 2019 (“
March 2019 Notes
”) and issued
$400.0 million
aggregate principal amount of
4.90%
senior notes due March 2022 (“
March 2022 Notes
”) in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “
Securities Act
”). We issued the March 2019 and March 2022 notes at a discount of approximately
$0.3 million
and
$0.8 million
, respectively, and recorded debt issuance costs in connection with the March 2019 and March 2022 notes of approximately
$3.2 million
and
$3.6 million
respectively, which are being amortized over the respective term of the notes. On March 15, 2012, we redeemed our
9.25%
senior notes due March 2016 (“
March 2016 Notes
”) at a redemption price equal to
104.625%
of the principal amount of the March 2016 Notes, plus the accrued and unpaid interest. We recorded an aggregate loss on extinguishment of debt of approximately
$18.7 million
for the redemption premium and to expense unamortized deferred financing and discount costs. Interest on our
5.625%
notes due March 2013 (“
March 2013 Notes
”), our March 2019 Notes and our March 2022 Notes is payable in arrears each March and September. Security on the March 2013 Notes, March 2019 Notes and March 2022 Notes will be reinstated if we fall below specified credit ratings at Standard & Poor's and Moody's, as discussed below. All obligations under the March 2019 Notes and March 2022 Notes are fully and unconditionally guaranteed by our existing and future wholly-
|
(b)
|
On May 27, 2011, we entered into a Credit Agreement (the "
Credit Facility
") with an original maximum principal amount of
$3.7 billion
before scheduled payments. The Credit Facility includes a
$1.475 billion
,
5
-year revolving credit facility, a
$1.475 billion
,
5
-year term loan A facility, and included a
$750 million
,
7
-year term loan B facility prior to its repayment on February 22, 2012. On December 2, 2011, we amended our Credit Facility which permitted the issuance of debt that could be secured on an equal and ratable basis with the Credit Facility provided no portion of the term loan B facility remained outstanding. The amendment also provided for a
$227.0 million
term loan A2 tranche to be drawn upon by us in either a single drawing or in two separate drawings in minimum draws of
$100.0 million
, at our discretion, on or prior to March 31, 2012, and amended other terms of a technical nature. On February 22, 2012, we repaid our term loan B facility using the proceeds from the issuance of the March 2019 and March 2022 Notes. We recorded a loss on extinguishment of debt of
$0.8 million
to write-off unamortized deferred financing costs. The repayment of our term loan B facility, in conjunction with our then current credit rating removed the security pledge from our Credit Facility and our March 2013 Notes. All obligations under the Credit Facility are fully and unconditionally guaranteed by our existing and future wholly-owned U.S. subsidiaries, including those acquired in the Smurfit-Stone Acquisition, except for certain present and future unrestricted subsidiaries and certain other limited exceptions as well as a pledge of subsidiary stock of certain wholly-owned subsidiaries. In addition, the obligations of Rock-Tenn Company of Canada are guaranteed by Rock-Tenn Company and all such wholly-owned U.S. subsidiaries, as well as by wholly-owned Canadian subsidiaries of RockTenn, including those acquired in the Smurfit-Stone Acquisition, other than certain present and future unrestricted subsidiaries and certain other limited exceptions. The security will be reinstated if we fall below specified credit ratings at Standard & Poor's and Moody's, as defined in the Credit Agreement. The Credit Facility is pre-payable at any time.
|
(c)
|
On May 27, 2011, we increased our receivables-backed financing facility (the “Receivables Facility”) to
$625.0 million
. The maturity date of the Receivables Facility is the third anniversary of the Smurfit-Stone Acquisition. Accordingly, such borrowings are classified as long-term at
March 31, 2012
and
September 30, 2011
. The borrowing rate, which consists of a blend of the market rate for asset-backed commercial paper and the one month LIBOR rate plus a utilization fee, was
1.34%
and
1.36%
as of
March 31, 2012
and
September 30, 2011
, respectively. The commitment fee for this facility was
0.30%
and
0.30%
as of
March 31, 2012
and
September 30, 2011
, respectively. Borrowing availability under this facility is based on the eligible underlying accounts receivable and certain covenants. The agreement governing the Receivables Facility contains restrictions, including, among others, on the creation of certain liens on the underlying collateral. We test and report our compliance with these covenants monthly. At
March 31, 2012
, we are in compliance with all of our covenants. At
March 31, 2012
and
September 30, 2011
, maximum available borrowings, excluding amounts
|
(d)
|
We repaid the industrial development revenue bonds issued by various municipalities in which we maintain facilities on October 3, 2011.
|
Note 10.
|
Derivatives
|
Note 11.
|
Fair Value
|
|
March 31, 2012
|
|
September 30, 2011
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
March 2013 Notes
(1)
|
$
|
80.8
|
|
|
$
|
82.2
|
|
|
$
|
80.9
|
|
|
$
|
83.1
|
|
March 2016 Notes
(1)
|
—
|
|
|
—
|
|
|
299.2
|
|
|
318.7
|
|
||||
March 2019 Notes
(1)
|
349.7
|
|
|
355.5
|
|
|
—
|
|
|
—
|
|
||||
March 2022 Notes
(1)
|
399.2
|
|
|
393.9
|
|
|
—
|
|
|
—
|
|
||||
Term loan facilities
(2)
|
1,665.1
|
|
|
1,665.1
|
|
|
2,223.1
|
|
|
2,223.1
|
|
||||
Revolving credit and swing facilities
(2)
|
380.1
|
|
|
380.1
|
|
|
238.0
|
|
|
238.0
|
|
||||
Receivables-backed financing facility
(2)
|
507.0
|
|
|
507.0
|
|
|
559.0
|
|
|
559.0
|
|
||||
Industrial development revenue bonds
(2)
|
—
|
|
|
—
|
|
|
17.4
|
|
|
17.4
|
|
||||
Other long-term debt
(3)
|
26.5
|
|
|
28.8
|
|
|
28.2
|
|
|
30.3
|
|
||||
Total debt
|
$
|
3,408.4
|
|
|
$
|
3,412.6
|
|
|
$
|
3,445.8
|
|
|
$
|
3,469.6
|
|
(1)
|
Fair value is based on the quoted market prices for the same or similar issues and is categorized as level 1 within the fair value hierarchy.
|
(2)
|
Fair value approximates the carrying amount as the variable interest rates reprice frequently at observable current market rates. As such fair value is categorized as level 2 within the fair value hierarchy.
|
(3)
|
Fair value is estimated based on the discounted value of future cash flows using observable current market interest rates offered for debt of similar credit risk and maturity. As such fair value is categorized as level 2 within the fair value hierarchy.
|
Note 12.
|
Retirement Plans
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31, 2012
|
|
March 31, 2012
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Service cost
|
$
|
8.0
|
|
|
$
|
2.6
|
|
|
$
|
16.0
|
|
|
$
|
5.4
|
|
Interest cost
|
55.3
|
|
|
6.2
|
|
|
110.2
|
|
|
12.3
|
|
||||
Expected return on plan assets
|
(55.9
|
)
|
|
(6.4
|
)
|
|
(111.2
|
)
|
|
(12.5
|
)
|
||||
Amortization of net actuarial loss
|
5.6
|
|
|
4.3
|
|
|
10.7
|
|
|
9.4
|
|
||||
Amortization of prior service cost
|
0.1
|
|
|
0.3
|
|
|
0.3
|
|
|
0.4
|
|
||||
Company defined benefit plan expense
|
13.1
|
|
|
7.0
|
|
|
26.0
|
|
|
15.0
|
|
||||
Multi-employer plans for collective bargaining employees
|
2.6
|
|
|
0.6
|
|
|
4.5
|
|
|
1.0
|
|
||||
Net pension cost
|
$
|
15.7
|
|
|
$
|
7.6
|
|
|
$
|
30.5
|
|
|
$
|
16.0
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
March 31, 2012
|
|
March 31, 2012
|
||||
Service cost
|
$
|
0.5
|
|
|
$
|
1.0
|
|
Interest cost
|
2.1
|
|
|
4.2
|
|
||
Company postretirement plan expense
|
$
|
2.6
|
|
|
$
|
5.2
|
|
Note 13.
|
Share-Based Compensation
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
||||||
Outstanding at September 30, 2011
|
1,532,103
|
|
|
$
|
36.35
|
|
|
|
|
|
|||
Granted
|
253,750
|
|
|
63.39
|
|
|
|
|
|
||||
Exercised
|
(238,473
|
)
|
|
36.51
|
|
|
|
|
|
||||
Forfeited
|
(4,100
|
)
|
|
50.28
|
|
|
|
|
|
||||
Outstanding at March 31, 2012
|
1,543,280
|
|
|
$
|
40.73
|
|
|
6.7
|
|
|
$
|
41.5
|
|
Exercisable at March 31, 2012
|
967,755
|
|
|
$
|
30.64
|
|
|
5.4
|
|
|
$
|
35.7
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair
Value
|
|||
Unvested at September 30, 2011
|
1,005,343
|
|
|
$
|
41.95
|
|
Granted
(1)
|
408,250
|
|
|
63.28
|
|
|
Vested
|
(483,183
|
)
|
|
28.34
|
|
|
Forfeited
|
(12,675
|
)
|
|
45.89
|
|
|
Unvested at March 31, 2012
(1)(2)
|
917,735
|
|
|
$
|
58.64
|
|
(1)
|
Fiscal 2012 target awards of
387,550
shares may be increased to
200%
of the target or decreased to zero, subject to
|
(2)
|
Target awards, net of subsequent forfeitures and performance condition achievement, granted in fiscal 2011 in the amount of
257,550
may be increased by up to
200%
or decreased to zero, subject to the level of performance attained. Target awards, net of subsequent forfeitures and performance condition achievement, granted in fiscal 2010 in the amount of
241,475
may be increased by up to
150%
or decreased to zero, subject to the level of performance attained. The awards are reflected in the table at the target award amount of
100%
.
|
Note 14.
|
Commitments and Contingencies
|
•
|
we have a
49%
ownership interest in Seven Hills Paperboard, LLC
(“
Seven Hills
”)
. The joint venture partners guarantee funding of net losses in proportion to their share of ownership;
|
•
|
in connection with the Smurfit-Stone Acquisition, we have certain wood chip processing contracts extending from 2012 through 2018 with minimum purchase commitments. As part of the agreements, we guarantee the third party contractors' debt outstanding and have a security interest in the chipping equipment. At
March 31, 2012
, the maximum potential amount of future payments related to these guarantees was approximately
$18 million
, which decreases ratably over the life of the contracts. In the event the guarantees on these contracts were called, proceeds from the liquidation of the chipping equipment would be based on current market conditions and we may not recover in full the guarantee payments made;
|
•
|
as part of acquisitions we have acquired unconsolidated entities for which we guarantee less than
$5 million
in debt, primarily for bank loans; and
|
•
|
we lease certain manufacturing and warehousing facilities and equipment under various operating leases. A substantial number of these leases require us to indemnify the lessor in the event that additional taxes are assessed due to a change in the tax law. We are unable to estimate our maximum exposure under these leases because it is dependent on changes in the tax law.
|
Note 15.
|
Segment Information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31, 2012
|
|
March 31, 2012
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net sales (aggregate):
|
|
|
|
|
|
|
|
||||||||
Corrugated Packaging
|
$
|
1,505.9
|
|
|
$
|
209.4
|
|
|
$
|
3,028.7
|
|
|
$
|
407.7
|
|
Consumer Packaging
|
647.6
|
|
|
567.8
|
|
|
1,268.0
|
|
|
1,112.3
|
|
||||
Recycling and Waste Solutions
|
296.1
|
|
|
40.8
|
|
|
625.5
|
|
|
82.7
|
|
||||
Total
|
$
|
2,449.6
|
|
|
$
|
818.0
|
|
|
$
|
4,922.2
|
|
|
$
|
1,602.7
|
|
Less net sales (intersegment):
|
|
|
|
|
|
|
|
||||||||
Corrugated Packaging
|
$
|
30.8
|
|
|
$
|
11.1
|
|
|
$
|
63.1
|
|
|
$
|
20.5
|
|
Consumer Packaging
|
6.2
|
|
|
3.9
|
|
|
13.8
|
|
|
7.7
|
|
||||
Recycling and Waste Solutions
|
129.7
|
|
|
10.1
|
|
|
294.7
|
|
|
20.5
|
|
||||
Total
|
$
|
166.7
|
|
|
$
|
25.1
|
|
|
$
|
371.6
|
|
|
$
|
48.7
|
|
Net sales (unaffiliated customers):
|
|
|
|
|
|
|
|
||||||||
Corrugated Packaging
|
$
|
1,475.1
|
|
|
$
|
198.3
|
|
|
$
|
2,965.6
|
|
|
$
|
387.2
|
|
Consumer Packaging
|
641.4
|
|
|
563.9
|
|
|
1,254.2
|
|
|
1,104.6
|
|
||||
Recycling and Waste Solutions
|
166.4
|
|
|
30.7
|
|
|
330.8
|
|
|
62.2
|
|
||||
Total
|
$
|
2,282.9
|
|
|
$
|
792.9
|
|
|
$
|
4,550.6
|
|
|
$
|
1,554.0
|
|
Segment income:
|
|
|
|
|
|
|
|
||||||||
Corrugated Packaging
|
$
|
68.7
|
|
|
$
|
30.1
|
|
|
$
|
178.0
|
|
|
$
|
67.5
|
|
Consumer Packaging
|
84.4
|
|
|
61.0
|
|
|
164.7
|
|
|
132.0
|
|
||||
Recycling and Waste Solutions
|
4.2
|
|
|
2.6
|
|
|
7.7
|
|
|
4.9
|
|
||||
Total segment income
|
157.3
|
|
|
93.7
|
|
|
350.4
|
|
|
204.4
|
|
||||
Restructuring and other costs, net
|
(28.1
|
)
|
|
(6.3
|
)
|
|
(38.4
|
)
|
|
(6.9
|
)
|
||||
Non-allocated expenses
|
(24.7
|
)
|
|
(15.4
|
)
|
|
(50.8
|
)
|
|
(30.2
|
)
|
||||
Interest expense
|
(32.2
|
)
|
|
(16.2
|
)
|
|
(64.9
|
)
|
|
(32.9
|
)
|
||||
Loss on extinguishment of debt
|
(19.5
|
)
|
|
—
|
|
|
(19.5
|
)
|
|
—
|
|
||||
Interest income and other income, net
|
0.5
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||
Income before income taxes
|
53.3
|
|
|
55.8
|
|
|
177.7
|
|
|
134.4
|
|
||||
Income tax expense
|
(20.6
|
)
|
|
(17.5
|
)
|
|
(68.2
|
)
|
|
(44.8
|
)
|
||||
Consolidated net income
|
32.7
|
|
|
38.3
|
|
|
109.5
|
|
|
89.6
|
|
||||
Less: Net income attributable to noncontrolling interests
|
(0.8
|
)
|
|
(1.3
|
)
|
|
(0.9
|
)
|
|
(2.3
|
)
|
||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
31.9
|
|
|
$
|
37.0
|
|
|
$
|
108.6
|
|
|
$
|
87.3
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months
|
|
Three Months
|
|
Six Months
|
|
Six Months
|
||||||||
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
||||||||
|
March 31,
|
|
March 31,
|
|
March 31,
|
|
March 31,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Earnings per diluted share
|
$
|
0.44
|
|
|
$
|
0.92
|
|
|
$
|
1.50
|
|
|
$
|
2.19
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other costs and operating losses and transition costs due to plant closures
|
0.36
|
|
|
0.12
|
|
|
0.48
|
|
|
0.13
|
|
||||
Loss on extinguishment of debt
|
0.17
|
|
|
—
|
|
|
0.17
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted earnings per diluted share
|
$
|
0.97
|
|
|
$
|
1.04
|
|
|
$
|
2.15
|
|
|
$
|
2.32
|
|
(In millions, except percentages)
|
First
Quarter
|
|
Second
Quarter
|
|
Six
Months
Ended
3/31
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||||
2011
|
$
|
761.1
|
|
|
$
|
792.9
|
|
|
$
|
1,554.0
|
|
|
$
|
1,382.1
|
|
|
$
|
2,463.5
|
|
|
$
|
5,399.6
|
|
2012
|
$
|
2,267.7
|
|
|
$
|
2,282.9
|
|
|
$
|
4,550.6
|
|
|
|
|
|
|
|
||||||
% Change
|
198.0
|
%
|
|
187.9
|
%
|
|
192.8
|
%
|
|
|
|
|
|
|
(In millions, except percentages)
|
First
Quarter
|
|
Second
Quarter
|
|
Six
Months
Ended
3/31
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||||
2011
|
$
|
582.3
|
|
|
$
|
626.6
|
|
|
$
|
1,208.9
|
|
|
$
|
1,169.7
|
|
|
$
|
2,029.1
|
|
|
$
|
4,407.7
|
|
(% of Net Sales)
|
76.5
|
%
|
|
79.0
|
%
|
|
77.8
|
%
|
|
84.6
|
%
|
|
82.4
|
%
|
|
81.6
|
%
|
||||||
2012
|
$
|
1,875.5
|
|
|
$
|
1,922.1
|
|
|
$
|
3,797.6
|
|
|
|
|
|
|
|
||||||
(% of Net Sales)
|
82.7
|
%
|
|
84.2
|
%
|
|
83.5
|
%
|
|
|
|
|
|
|
(In millions, except percentages)
|
First
Quarter
|
|
Second
Quarter
|
|
Six
Months
Ended
3/31
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||||
2011
|
$
|
83.2
|
|
|
$
|
88.3
|
|
|
$
|
171.5
|
|
|
$
|
145.3
|
|
|
$
|
224.4
|
|
|
$
|
541.2
|
|
(% of Net Sales)
|
10.9
|
%
|
|
11.1
|
%
|
|
11.0
|
%
|
|
10.5
|
%
|
|
9.1
|
%
|
|
10.0
|
%
|
||||||
2012
|
$
|
225.9
|
|
|
$
|
229.6
|
|
|
$
|
455.5
|
|
|
|
|
|
|
|
||||||
(% of Net Sales)
|
10.0
|
%
|
|
10.1
|
%
|
|
10.0
|
%
|
|
|
|
|
|
|
|
Containerboard
Tons
Shipped
|
|
Recycled
Paperboard
Tons
Shipped
|
|
Bleached
Paperboard
Tons
Shipped
|
|
Market
Pulp
Tons
Shipped
|
|
Average
Net Selling
Price
(Per Ton)
|
||||||
|
(In thousands, except Average Net Selling Price Per Ton)
|
||||||||||||||
First Quarter
|
247.4
|
|
|
224.5
|
|
|
84.4
|
|
|
22.1
|
|
|
$
|
617
|
|
Second Quarter
|
243.9
|
|
|
239.3
|
|
|
85.1
|
|
|
24.0
|
|
|
622
|
|
|
Six Months Ended March 31, 2011
|
491.3
|
|
|
463.8
|
|
|
169.5
|
|
|
46.1
|
|
|
620
|
|
|
Third Quarter
|
850.7
|
|
|
238.2
|
|
|
90.3
|
|
|
49.6
|
|
|
596
|
|
|
Fourth Quarter
|
1,914.4
|
|
|
241.0
|
|
|
117.8
|
|
|
96.3
|
|
|
585
|
|
|
Fiscal 2011
|
3,256.4
|
|
|
943.0
|
|
|
377.6
|
|
|
192.0
|
|
|
$
|
596
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Quarter
|
1,832.0
|
|
|
222.8
|
|
|
113.1
|
|
|
99.9
|
|
|
$
|
562
|
|
Second Quarter
|
1,695.9
|
|
|
236.8
|
|
|
115.9
|
|
|
86.6
|
|
|
560
|
|
|
Six Months Ended March 31, 2012
|
3,527.9
|
|
|
459.6
|
|
|
229.0
|
|
|
186.5
|
|
|
$
|
561
|
|
|
Containerboard
Tons
Produced
|
|
Recycled
Paperboard
Tons
Produced
|
|
Bleached
Paperboard
Tons
Produced
|
|
Market
Pulp
Tons
Produced
|
||||
|
(In thousands)
|
||||||||||
First Quarter
|
246.2
|
|
|
226.7
|
|
|
87.4
|
|
|
23.4
|
|
Second Quarter
|
245.5
|
|
|
235.2
|
|
|
86.6
|
|
|
26.2
|
|
Six Months Ended March 31, 2011
|
491.7
|
|
|
461.9
|
|
|
174.0
|
|
|
49.6
|
|
Third Quarter
|
858.5
|
|
|
239.4
|
|
|
87.3
|
|
|
47.1
|
|
Fourth Quarter
|
1,923.2
|
|
|
242.0
|
|
|
123.7
|
|
|
101.1
|
|
Fiscal 2011
|
3,273.4
|
|
|
943.3
|
|
|
385.0
|
|
|
197.8
|
|
|
|
|
|
|
|
|
|
||||
First Quarter
|
1,843.5
|
|
|
227.3
|
|
|
115.2
|
|
|
104.9
|
|
Second Quarter
|
1,736.5
|
|
|
234.6
|
|
|
112.7
|
|
|
83.2
|
|
Six Months Ended March 31, 2012
|
3,580.0
|
|
|
461.9
|
|
|
227.9
|
|
|
188.1
|
|
|
Net Sales
(Aggregate)
|
|
|
Segment
Income
|
|
|
Return
on Sales
|
|||
|
(In millions, except percentages)
|
|||||||||
First Quarter
|
$
|
198.3
|
|
|
$
|
37.4
|
|
|
18.9
|
%
|
Second Quarter
|
209.4
|
|
|
30.1
|
|
|
14.4
|
|
||
Six Months Ended March 31, 2011
|
407.7
|
|
|
67.5
|
|
|
16.6
|
|
||
Third Quarter
|
734.5
|
|
|
24.6
|
|
|
3.3
|
|
||
Fourth Quarter
|
1,626.5
|
|
|
149.6
|
|
|
9.2
|
|
||
Fiscal 2011
|
$
|
2,768.7
|
|
|
$
|
241.7
|
|
|
8.7
|
%
|
|
|
|
|
|
|
|||||
First Quarter
|
$
|
1,522.8
|
|
|
$
|
109.3
|
|
|
7.2
|
%
|
Second Quarter
|
1,505.9
|
|
|
68.7
|
|
|
4.6
|
|
||
Six Months Ended March 31, 2012
|
$
|
3,028.7
|
|
|
$
|
178.0
|
|
|
5.9
|
%
|
|
Net Sales
(Aggregate)
|
|
Segment
Income
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
First Quarter
|
$
|
544.5
|
|
|
$
|
71.0
|
|
|
13.0
|
%
|
Second Quarter
|
567.8
|
|
|
61.0
|
|
|
10.7
|
|
||
Six Months Ended March 31, 2011
|
1,112.3
|
|
|
132.0
|
|
|
11.9
|
|
||
Third Quarter
|
579.6
|
|
|
61.1
|
|
|
10.5
|
|
||
Fourth Quarter
|
667.9
|
|
|
82.1
|
|
|
12.3
|
|
||
Fiscal 2011
|
$
|
2,359.8
|
|
|
$
|
275.2
|
|
|
11.7
|
%
|
|
|
|
|
|
|
|||||
First Quarter
|
$
|
620.4
|
|
|
$
|
80.3
|
|
|
12.9
|
%
|
Second Quarter
|
647.6
|
|
|
84.4
|
|
|
13.0
|
|
||
Six Months Ended March 31, 2012
|
$
|
1,268.0
|
|
|
$
|
164.7
|
|
|
13.0
|
%
|
|
Net Sales
(Aggregate)
|
|
Segment
Income
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
First Quarter
|
$
|
41.9
|
|
|
$
|
2.3
|
|
|
5.5
|
%
|
Second Quarter
|
40.8
|
|
|
2.6
|
|
|
6.4
|
|
||
Six Months Ended March 31, 2011
|
82.7
|
|
|
4.9
|
|
|
5.9
|
|
||
Third Quarter
|
147.4
|
|
|
4.6
|
|
|
3.1
|
|
||
Fourth Quarter
|
355.8
|
|
|
5.3
|
|
|
1.5
|
|
||
Fiscal 2011
|
$
|
585.9
|
|
|
$
|
14.8
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|||||
First Quarter
|
$
|
329.4
|
|
|
$
|
3.5
|
|
|
1.1
|
%
|
Second Quarter
|
296.1
|
|
|
4.2
|
|
|
1.4
|
|
||
Six Months Ended March 31, 2012
|
$
|
625.5
|
|
|
$
|
7.7
|
|
|
1.2
|
%
|
(Shipments in thousands of tons)
|
First
Quarter
|
|
Second
Quarter
|
|
Six
Months
Ended
3/31
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||
2011
|
211.6
|
|
|
213.7
|
|
|
425.3
|
|
|
773.9
|
|
|
1,759.6
|
|
|
2,958.8
|
|
2012
|
1,966.1
|
|
|
1,896.1
|
|
|
3,862.2
|
|
|
|
|
|
|
|
|
Three Months
|
|
Three Months
|
|
Six Months
|
|
Six Months
|
||||||||
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
||||||||
|
March 31,
|
|
March 31,
|
|
March 31,
|
|
March 31,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
31.9
|
|
|
$
|
37.0
|
|
|
$
|
108.6
|
|
|
$
|
87.3
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other costs and operating losses and transition costs due to plant closures
|
25.4
|
|
|
4.4
|
|
|
33.7
|
|
|
4.9
|
|
||||
Loss on extinguishment of debt
|
12.3
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
||||
Acquisition inventory step-up
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted net income
|
$
|
69.6
|
|
|
$
|
41.4
|
|
|
$
|
154.9
|
|
|
$
|
92.2
|
|
|
March 31,
2012 |
|
|
September 30,
2011 |
|
||
Current Portion of Debt
|
$
|
260.0
|
|
|
$
|
143.3
|
|
Long-Term Debt Due After One Year
|
3,148.4
|
|
|
3,302.5
|
|
||
|
3,408.4
|
|
|
3,445.8
|
|
||
Less: Hedge Adjustments Resulting From Fair Value
|
|
|
|
||||
Interest Rate Derivatives or Swaps
|
(0.3
|
)
|
|
(0.4
|
)
|
||
|
3,408.1
|
|
|
3,445.4
|
|
||
Less: Cash and Cash Equivalents
|
(34.9
|
)
|
|
(41.7
|
)
|
||
Net Debt
|
$
|
3,373.2
|
|
|
$
|
3,403.7
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 6.
|
EXHIBITS
|
|
|
ROCK-TENN COMPANY
|
|||
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date:
|
May 7, 2012
|
|
|
By:
|
/s/ Steven C. Voorhees
|
|
|
|
|
Steven C. Voorhees
|
|
|
|
|
|
Executive Vice President, Chief Financial Officer & Chief Administrative Officer
|
|
|
|
|
|
(Principal Financial Officer and duly authorized officer)
|
Exhibit 2.1
|
|
Agreement and Plan of Merger, dated as of January 10, 2008, by and among Rock-Tenn Company, Carrier Merger Sub, Inc., Southern Container Corp., the Stockholders listed therein, Steven Hill and the Stockholders’ Representative, as defined therein (incorporated by reference to Exhibit 2.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009).
|
|
|
|
Exhibit 2.2
|
|
Agreement and Plan of Merger, dated as of January 23, 2011, by and among, Rock-Tenn Company, Sam Acquisition, LLC and Smurfit-Stone Container Corporation (incorporated by reference to Exhibit 2.1 of RockTenn's Current Report on Form 8-K, filed on January 24, 2011).
|
|
|
|
Exhibit 3.1
|
|
Restated and Amended Articles of Incorporation of the Registrant effective January 13, 1994 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, File No 33-73312).
|
|
|
|
Exhibit 3.2
|
|
Articles of Amendment to the Registrant’s Restated and Amended Articles of Incorporation effective February 10, 1994 (incorporated by reference to Exhibit 3.2 to the Registrant’s Amendment No. 2 to Form S-4 filed on April 19, 2011, File No. 333-172432).
|
|
|
|
Exhibit 3.3
|
|
Articles of Amendment to the Registrant’s Restated and Amended Articles of Incorporation effective February 2, 1995 (incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2000).
|
|
|
|
Exhibit 3.4
|
|
Bylaws of the Registrant (Amended and Restated as of October 31, 2008) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on November 6, 2008).
|
|
|
|
Exhibit 3.5
|
|
Amendment to the Bylaws of the Registrant (as of December 14, 2009) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on December 14, 2009).
|
|
|
|
Exhibit 4.1
|
|
Credit Agreement, dated May 27, 2011, by and among RockTenn Company, as borrower, Rock-Tenn Company of Canada/Compagnie Rock-Tenn du Canada, as Canadian borrower, certain subsidiaries of RockTenn from time to time party thereto, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on May 27, 2001).
|
|
|
|
Exhibit 4.2
|
|
Fourth Amended and Restated Credit and Security Agreement, dated as of May 27, 2011, among Rock-Tenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as Servicer, the Lenders and Co-Agents from time to time party hereto, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as Administrative Agent and as Funding Agent(incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on May 27, 2001).
|
|
|
|
Exhibit 4.3
|
|
Amendment No. 1 dated as of December 2, 2011, among Rock-Tenn Company (“
RockTenn
”), as borrower, Rock-Tenn Company of Canada/Compagnie Rock-Tenn du Canada, as Canadian borrower (together with RockTenn, the “
Borrowers
”), certain subsidiaries of RockTenn from time to time party thereto, as guarantors, the lenders party thereto, as lenders (the “
Lenders
”), Wells Fargo Bank, National Association, as administrative agent for the Lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders, to the Credit Agreement dated as of May 27, 2011, by and among the Borrowers, certain subsidiaries of RockTenn from time to time party thereto, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent for such lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for such lenders (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on December 2, 2011).
|
|
|
|
Exhibit 4.4
|
|
Amendment No. 2 dated as of March 30, 2012, among Rock-Tenn Company (“RockTenn”), as borrower, Rock-Tenn Company of Canada/Compagnie Rock-Tenn du Canada, as Canadian borrower (together with RockTenn, the “Borrowers”), the lenders party thereto, as lenders (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent for the Lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders, to the Credit Agreement dated as of May 27, 2011, as amended by Amendment No. 1 dated as of December 2, 2011, by and among the Borrowers, certain subsidiaries of RockTenn from time to time party thereto, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent for such lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for such lenders (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on March 30, 2012).
|
|
|
|
Exhibit 10.1
|
|
First Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of October 1, 2011.
|
|
|
|
Exhibit 10.2
|
|
Rock-Tenn Company Supplemental Executive Retirement Plan Amended and Restated Effective as of October 27, 2011.
|
|
|
|
Exhibit 31.1
|
|
Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by James A. Rubright, Chairman of the Board and Chief Executive Officer of Rock-Tenn Company.
|
|
|
|
Exhibit 31.2
|
|
Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Steven C. Voorhees, Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Rock-Tenn Company.
|
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document.
|
|
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Definition Label Linkbase.
|
|
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
Exhibit 32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by James A. Rubright, Chairman of the Board and Chief Executive Officer of Rock-Tenn Company, and by Steven C. Voorhees, Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Rock-Tenn Company.
|
Eligible Participant
|
Contribution Amount
|
Effective/
Commencement
Date
|
End Date
|
James A. Rubright
|
$450,000 per year (deemed contributed in substantially equal installments each semi-monthly pay period), prorated for partial pay periods on a daily basis
|
September 10, 2011
|
The date of Mr. Rubright's Separation from Service
|
James B. Porter III
|
$400,000 per year (deemed contributed in substantially equal installments each semi-monthly pay period), prorated for partial pay periods on a daily basis
|
May 27, 2011
|
The date of Mr. Porter's Separation from Service
|
§ 1
|
1
|
|
BACKGROUND
|
1
|
|
§ 2
|
1
|
|
DEFINITIONS
|
1
|
|
§ 3
|
4
|
|
SERP BENEFIT
|
4
|
|
§ 4
|
9
|
|
SOURCE OF BENEFIT PAYMENTS AND REIMBURSEMENT
|
9
|
|
§ 5
|
9
|
|
NOT A CONTRACT OF EMPLOYMENT
|
9
|
|
§ 6
|
10
|
|
NO ALIENATION OR ASSIGNMENT
|
10
|
|
§ 7
|
10
|
|
ERISA
|
10
|
|
§ 8
|
10
|
|
ADMINISTRATION, AMENDMENT AND TERMINATION
|
10
|
|
§ 9
|
10
|
|
CONSTRUCTION
|
10
|
|
§ 10
|
11
|
|
RTS AGREEMENT
|
11
|
|
(a)
|
Designations
.
|
(b)
|
SERP I Benefit
.
|
(c)
|
SERP II Benefit
.
|
(d)
|
SERP III Benefit
.
|
2.
|
Payment
.
|
(e)
|
Survivor Benefit
.
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
Column 1
1
|
|
Column 2
2
|
|
||
|
|
|
||||
Thomas F. West
|
|
$1,316.95
|
|
|
$1,136.84
|
|
Charles A. Obermeyer
|
|
$804.81
|
|
|
$731.41
|
|
Kevin R. Sullivan
|
|
$984.62
|
|
|
$902.97
|
|
Sam A. Johnson, III
|
|
$6,745.16
|
|
|
$2,637.99
|
|
(1)
|
This amount represents each named Participant's frozen monthly accrued benefit under the Gulf States Paper Corporation Retirement Plan as of December 31, 2004.
|
(2)
|
This amount represents each named Participant's frozen monthly accrued benefit under the Gulf States Paper Corporation Supplemental Executive Retirement Plan as of December 31, 2004.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Rock-Tenn Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 7, 2012
|
/s/ James A. Rubright
|
|
|
|
|
|
James A. Rubright
|
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Rock-Tenn Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 7, 2012
|
/s/ Steven C. Voorhees
|
|
|
|
|
|
Steven C. Voorhees
|
|
|
|
|
Executive Vice President, Chief Financial Officer, and Chief Administrative Officer
|
|
/s/ James A. Rubright
|
James A. Rubright
|
Chairman of the Board and Chief Executive Officer
|
May 7, 2012
|
/s/ Steven C. Voorhees
|
Steven C. Voorhees
|
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
|
May 7, 2012
|