|
S
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the quarterly period ended
December 31, 2014
|
£
|
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 January 23, 2015
|
Class A Common Stock, $0.01 par value
|
|
139,920,712
|
|
|
|
Page
|
PART I
|
|
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
Term or Acronym
|
|
Definition
|
|
|
|
Adjusted Earnings per Diluted Share
|
|
As defined on p. 44
|
Adjusted Net Income
|
|
As defined on p. 44
|
A/R Sales Agreement
|
|
As defined on p. 19
|
AGI In-Store
|
|
A.G. Industries, Inc.
|
Antitrust Litigation
|
|
As defined on p. 23
|
ASC
|
|
FASB’s Accounting Standards Codification
|
ASU
|
|
Accounting Standards Update
|
BSF
|
|
Billions of square feet
|
CBPC
|
|
Cellulosic biofuel producers credits
|
CERCLA
|
|
The Comprehensive Environmental Response, Compensation, and Liability Act of 1980
|
Code
|
|
The Internal Revenue Code of 1986, as amended
|
Common Stock
|
|
Our Class A common stock, par value $0.01 per share
|
containerboard
|
|
Linerboard and corrugating medium
|
Credit Facility
|
|
Our unsecured Amended and Restated Credit Agreement
|
EPA
|
|
U.S. Environmental Protection Agency
|
FASB
|
|
Financial Accounting Standards Board
|
FIFO
|
|
First-in first-out inventory valuation method
|
Fiscal 2014 Form 10-K
|
|
Our Annual Report on Form 10-K for the fiscal year ended September 30, 2014
|
GAAP
|
|
Generally accepted accounting principles in the U.S.
|
GHG
|
|
Greenhouse gases
|
Guarantor Subsidiaries
|
|
Certain of our 100% owned domestic subsidiaries
|
LIBOR
|
|
The London Interbank Offered Rate
|
LIFO
|
|
Last-in first-out inventory valuation method
|
MACT
|
|
Maximum Achievable Control Technology
|
March 2019 Notes
|
|
$350.0 million aggregate principal amount of 4.45% senior notes due March 2019
|
March 2020 Notes
|
|
$350.0 million aggregate principal amount of 3.50% senior notes due March 2020
|
March 2022 Notes
|
|
$400.0 million aggregate principal amount of 4.90% senior notes due March 2022
|
March 2023 Notes
|
|
$350.0 million aggregate principal amount of 4.00% senior notes due March 2023
|
MeadWestvaco
|
|
MeadWestvaco Corporation
|
MMSF
|
|
Millions of square feet
|
Non-Guarantor Subsidiaries
|
|
The consolidated subsidiaries of the Company that are not guarantors of the guaranteed notes
|
NOV
|
|
Notice of Violation
|
NPG
|
|
NPG Holding, Inc.
|
OSHA
|
|
The Occupational Safety and Health Act
|
Parent
|
|
Rock-Tenn Company
|
Pension Act
|
|
Pension Protection Act of 2006
|
Pension Offer
|
|
As defined on p. 20
|
Term or Acronym
|
|
Definition
|
|
|
|
PRPs or PRP
|
|
Potentially responsible parties
|
PSD
|
|
Prevention of Significant Deterioration
|
Receivables Facility
|
|
Our receivables-backed financing facility
|
SEC
|
|
Securities and Exchange Commission
|
Senior Notes
|
|
The March 2019 Notes, March 2020 Notes, March 2022 Notes and March 2023 Notes
|
Seven Hills
|
|
Seven Hills Paperboard LLC
|
SERP
|
|
Supplemental executive retirement plan
|
SG&A
|
|
Selling, general and administrative expenses
|
Smurfit-Stone
|
|
Smurfit-Stone Container Corporation
|
Smurfit-Stone Acquisition
|
|
Our May 27, 2011 acquisition of Smurfit-Stone
|
Stock Split
|
|
As defined on p. 11
|
Tacoma Mill
|
|
The Simpson Tacoma Kraft Paper Mill
|
U.S.
|
|
United States
|
Item 1.
|
FINANCIAL STATEMENTS (UNAUDITED)
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Net sales
|
$
|
2,514.2
|
|
|
$
|
2,362.6
|
|
Cost of goods sold
|
2,044.7
|
|
|
1,914.8
|
|
||
Gross profit
|
469.5
|
|
|
447.8
|
|
||
Selling, general and administrative expenses
|
243.7
|
|
|
234.8
|
|
||
Pension lump sum settlement and retiree medical curtailment, net
|
11.9
|
|
|
—
|
|
||
Restructuring and other costs, net
|
5.4
|
|
|
17.6
|
|
||
Operating profit
|
208.5
|
|
|
195.4
|
|
||
Interest expense
|
(23.3
|
)
|
|
(24.0
|
)
|
||
Interest income and other income (expense), net
|
0.2
|
|
|
(0.8
|
)
|
||
Equity in income of unconsolidated entities
|
2.2
|
|
|
1.7
|
|
||
Income before income taxes
|
187.6
|
|
|
172.3
|
|
||
Income tax expense
|
(62.0
|
)
|
|
(61.7
|
)
|
||
Consolidated net income
|
125.6
|
|
|
110.6
|
|
||
Less: Net income attributable to noncontrolling interests
|
(0.5
|
)
|
|
(0.9
|
)
|
||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
125.1
|
|
|
$
|
109.7
|
|
|
|
|
|
||||
Basic earnings per share attributable to Rock-Tenn Company shareholders
|
$
|
0.89
|
|
|
$
|
0.76
|
|
|
|
|
|
||||
Diluted earnings per share attributable to Rock-Tenn Company shareholders
|
$
|
0.88
|
|
|
$
|
0.75
|
|
|
|
|
|
||||
Cash dividends paid per share
|
$
|
0.1875
|
|
|
$
|
0.175
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Consolidated net income
|
$
|
125.6
|
|
|
$
|
110.6
|
|
Other comprehensive loss, net of tax:
|
|
|
|
||||
Foreign currency translation loss
|
(17.7
|
)
|
|
(9.3
|
)
|
||
Defined benefit pension plans:
|
|
|
|
||||
Net actuarial loss arising during the period
|
(2.8
|
)
|
|
—
|
|
||
Amortization and settlement recognition of net actuarial loss, included in pension cost
|
17.7
|
|
|
2.6
|
|
||
Prior service cost arising during the period
|
(13.9
|
)
|
|
—
|
|
||
Amortization and curtailment recognition of prior service credit, included in pension cost
|
(5.2
|
)
|
|
—
|
|
||
Other comprehensive loss
|
(21.9
|
)
|
|
(6.7
|
)
|
||
Comprehensive income
|
103.7
|
|
|
103.9
|
|
||
Less: Comprehensive income attributable to noncontrolling interests
|
(0.4
|
)
|
|
(0.9
|
)
|
||
Comprehensive income attributable to Rock-Tenn Company shareholders
|
$
|
103.3
|
|
|
$
|
103.0
|
|
|
December 31,
2014 |
|
September 30,
2014 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
32.8
|
|
|
$
|
32.6
|
|
Restricted cash
|
8.8
|
|
|
8.8
|
|
||
Accounts receivable (net of allowances of $26.9 and $25.1)
|
1,016.8
|
|
|
1,118.7
|
|
||
Inventories
|
1,031.9
|
|
|
1,029.2
|
|
||
Other current assets
|
232.0
|
|
|
243.2
|
|
||
Total current assets
|
2,322.3
|
|
|
2,432.5
|
|
||
Property, plant and equipment at cost:
|
|
|
|
||||
Land and buildings
|
1,284.7
|
|
|
1,280.5
|
|
||
Machinery and equipment
|
7,147.5
|
|
|
7,076.2
|
|
||
Transportation equipment
|
16.0
|
|
|
15.8
|
|
||
Leasehold improvements
|
25.5
|
|
|
25.0
|
|
||
|
8,473.7
|
|
|
8,397.5
|
|
||
Less accumulated depreciation and amortization
|
(2,653.1
|
)
|
|
(2,564.9
|
)
|
||
Net property, plant and equipment
|
5,820.6
|
|
|
5,832.6
|
|
||
Goodwill
|
1,922.5
|
|
|
1,926.4
|
|
||
Intangibles, net
|
668.1
|
|
|
691.1
|
|
||
Other assets
|
164.3
|
|
|
157.1
|
|
||
|
$
|
10,897.8
|
|
|
$
|
11,039.7
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Current portion of debt
|
$
|
128.2
|
|
|
$
|
132.6
|
|
Accounts payable
|
756.8
|
|
|
812.8
|
|
||
Accrued compensation and benefits
|
171.9
|
|
|
224.4
|
|
||
Other current liabilities
|
221.4
|
|
|
190.7
|
|
||
Total current liabilities
|
1,278.3
|
|
|
1,360.5
|
|
||
Long-term debt due after one year
|
2,679.5
|
|
|
2,852.1
|
|
||
Pension liabilities, net of current portion
|
1,097.0
|
|
|
1,090.9
|
|
||
Postretirement benefit liabilities, net of current portion
|
100.0
|
|
|
101.7
|
|
||
Deferred income taxes
|
1,181.0
|
|
|
1,132.8
|
|
||
Other long-term liabilities
|
161.0
|
|
|
180.6
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Redeemable noncontrolling interests
|
12.9
|
|
|
13.7
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 50.0 million shares authorized; no shares outstanding
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value; 175.0 million shares authorized; 139.9 million and 140.0 million shares outstanding at December 31, 2014 and September 30, 2014, respectively
|
1.4
|
|
|
1.4
|
|
||
Capital in excess of par value
|
2,849.3
|
|
|
2,839.8
|
|
||
Retained earnings
|
2,054.0
|
|
|
1,960.9
|
|
||
Accumulated other comprehensive loss
|
(517.1
|
)
|
|
(495.3
|
)
|
||
Total Rock-Tenn Company shareholders’ equity
|
4,387.6
|
|
|
4,306.8
|
|
||
Noncontrolling interests
|
0.5
|
|
|
0.6
|
|
||
Total equity
|
4,388.1
|
|
|
4,307.4
|
|
||
|
$
|
10,897.8
|
|
|
$
|
11,039.7
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Operating activities:
|
|
|
|
||||
Consolidated net income
|
$
|
125.6
|
|
|
$
|
110.6
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
151.8
|
|
|
143.2
|
|
||
Deferred income tax expense
|
58.9
|
|
|
51.5
|
|
||
Share-based compensation expense
|
10.7
|
|
|
9.5
|
|
||
Loss (gain) on disposal of plant, equipment and other, net
|
0.6
|
|
|
(2.0
|
)
|
||
Equity in income of unconsolidated entities
|
(2.2
|
)
|
|
(1.7
|
)
|
||
Pension and other postretirement funding less (more) than expense
|
4.6
|
|
|
(35.2
|
)
|
||
Impairment adjustments and other non-cash items
|
(2.9
|
)
|
|
4.1
|
|
||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
94.8
|
|
|
171.0
|
|
||
Inventories
|
(19.1
|
)
|
|
4.2
|
|
||
Other assets
|
(5.4
|
)
|
|
(12.6
|
)
|
||
Accounts payable
|
(51.5
|
)
|
|
(76.6
|
)
|
||
Income taxes
|
(5.7
|
)
|
|
(7.6
|
)
|
||
Accrued liabilities and other
|
(27.8
|
)
|
|
(53.9
|
)
|
||
Net cash provided by operating activities
|
332.4
|
|
|
304.5
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(126.9
|
)
|
|
(100.6
|
)
|
||
Cash paid for purchase of business, net of cash acquired
|
—
|
|
|
(60.0
|
)
|
||
Return of capital from unconsolidated entities
|
0.2
|
|
|
0.2
|
|
||
Proceeds from sale of property, plant and equipment
|
3.5
|
|
|
3.3
|
|
||
Proceeds from property, plant and equipment insurance settlement
|
—
|
|
|
2.7
|
|
||
Net cash used for investing activities
|
(123.2
|
)
|
|
(154.4
|
)
|
||
Financing activities:
|
|
|
|
||||
Additions to revolving credit facilities
|
39.4
|
|
|
20.0
|
|
||
Repayments of revolving credit facilities
|
(58.7
|
)
|
|
(21.9
|
)
|
||
Additions to debt
|
10.9
|
|
|
46.6
|
|
||
Repayments of debt
|
(165.6
|
)
|
|
(131.6
|
)
|
||
Commercial card program
|
(0.4
|
)
|
|
—
|
|
||
Debt issuance costs
|
(0.1
|
)
|
|
—
|
|
||
Issuances of common stock, net of related minimum tax withholdings
|
1.8
|
|
|
(5.9
|
)
|
||
Purchases of common stock
|
(8.7
|
)
|
|
(53.0
|
)
|
||
Excess tax benefits from share-based compensation
|
—
|
|
|
10.2
|
|
||
Advances from (repayments to) unconsolidated entity
|
0.5
|
|
|
(0.2
|
)
|
||
Cash dividends paid to shareholders
|
(26.3
|
)
|
|
(25.8
|
)
|
||
Cash distributions paid to noncontrolling interests
|
(1.2
|
)
|
|
(0.1
|
)
|
||
Net cash used for financing activities
|
(208.4
|
)
|
|
(161.7
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(0.6
|
)
|
|
(0.2
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
0.2
|
|
|
(11.8
|
)
|
||
Cash and cash equivalents at beginning of period
|
32.6
|
|
|
36.4
|
|
||
Cash and cash equivalents at end of period
|
$
|
32.8
|
|
|
$
|
24.6
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income taxes, net of refunds
|
$
|
8.8
|
|
|
$
|
7.4
|
|
Interest, net of amounts capitalized
|
5.6
|
|
|
6.4
|
|
|
Three Months Ended
December 31, 2013
|
||
|
(In millions)
|
||
Fair value of assets acquired, including goodwill
|
$
|
79.4
|
|
Cash consideration, net of cash acquired
|
59.5
|
|
|
Liabilities assumed
|
$
|
19.9
|
|
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, 2014
|
$
|
4,306.8
|
|
|
$
|
0.6
|
|
|
$
|
4,307.4
|
|
Net income
|
125.1
|
|
|
0.1
|
|
|
125.2
|
|
|||
Other comprehensive loss, net of tax
|
(21.8
|
)
|
|
—
|
|
|
(21.8
|
)
|
|||
Compensation expense under share-based plans
|
10.7
|
|
|
—
|
|
|
10.7
|
|
|||
Cash dividends declared (per share - $0.1875)
(2)
|
(26.3
|
)
|
|
—
|
|
|
(26.3
|
)
|
|||
Cash distributions to noncontrolling interests
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Issuance of Class A common stock, net of stock received for minimum tax withholdings
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|||
Purchases of Class A common stock
|
(8.7
|
)
|
|
—
|
|
|
(8.7
|
)
|
|||
Balance at December 31, 2014
|
$
|
4,387.6
|
|
|
$
|
0.5
|
|
|
$
|
4,388.1
|
|
(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.
|
(2)
|
Includes cash dividends paid, and dividends declared but unpaid, related to the shares reserved but unissued to satisfy Smurfit-Stone bankruptcy claims.
|
|
Deferred Loss on Cash Flow Hedges
|
|
Defined Benefit Pension and Postretirement Plans
|
|
Foreign Currency Items
|
|
Total
(1)
|
||||||||
Balance at September 30, 2014
|
$
|
(0.2
|
)
|
|
$
|
(498.2
|
)
|
|
$
|
3.1
|
|
|
$
|
(495.3
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(16.7
|
)
|
|
(17.5
|
)
|
|
(34.2
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
||||
Net current period other comprehensive loss
|
—
|
|
|
(4.3
|
)
|
|
(17.5
|
)
|
|
(21.8
|
)
|
||||
Balance at December 31, 2014
|
$
|
(0.2
|
)
|
|
$
|
(502.5
|
)
|
|
$
|
(14.4
|
)
|
|
$
|
(517.1
|
)
|
|
Deferred Loss on Cash Flow Hedges
|
|
Defined Benefit Pension and Postretirement Plans
|
|
Foreign Currency Items
|
|
Total
(1)
|
||||||||
Balance at September 30, 2013
|
$
|
(0.2
|
)
|
|
$
|
(332.9
|
)
|
|
$
|
32.5
|
|
|
$
|
(300.6
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|
(9.2
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
||||
Net current period other comprehensive income (loss)
|
—
|
|
|
2.5
|
|
|
(9.2
|
)
|
|
(6.7
|
)
|
||||
Balance at December 31, 2013
|
$
|
(0.2
|
)
|
|
$
|
(330.4
|
)
|
|
$
|
23.3
|
|
|
$
|
(307.3
|
)
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Pretax
|
|
Tax
|
|
Net of Tax
|
|
Pretax
|
|
Tax
|
|
Net of Tax
|
||||||||||||
Amortization of defined benefit pension and postretirement items
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial losses
(2)
|
$
|
(28.3
|
)
|
|
$
|
10.7
|
|
|
$
|
(17.6
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
1.5
|
|
|
$
|
(2.5
|
)
|
Prior service costs
(2)
|
8.4
|
|
|
(3.2
|
)
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total reclassifications for the period
|
$
|
(19.9
|
)
|
|
$
|
7.5
|
|
|
$
|
(12.4
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
1.5
|
|
|
$
|
(2.5
|
)
|
(1)
|
Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.
|
(2)
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See “
Note 11. Retirement Plans
” for additional details).
|
Note 4.
|
Earnings per Share
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Basic earnings per share:
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
125.1
|
|
|
$
|
109.7
|
|
Less: Distributed and undistributed income available to participating securities
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Distributed and undistributed income attributable to Rock-Tenn Company shareholders
|
$
|
125.0
|
|
|
$
|
109.6
|
|
Denominator:
|
|
|
|
||||
Basic weighted average shares outstanding
|
140.3
|
|
|
144.0
|
|
||
|
|
|
|
||||
Basic earnings per share attributable to Rock-Tenn Company shareholders
|
$
|
0.89
|
|
|
$
|
0.76
|
|
|
|
|
|
||||
Diluted earnings per share:
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
125.1
|
|
|
$
|
109.7
|
|
Less: Distributed and undistributed income available to participating securities
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Distributed and undistributed income attributable to Rock-Tenn Company shareholders
|
$
|
125.0
|
|
|
$
|
109.6
|
|
Denominator:
|
|
|
|
||||
Basic weighted average shares outstanding
|
140.3
|
|
|
144.0
|
|
||
Effect of dilutive stock options and non-participating securities
|
2.5
|
|
|
2.6
|
|
||
Diluted weighted average shares outstanding
|
142.8
|
|
|
146.6
|
|
||
|
|
|
|
||||
Diluted earnings per share attributable to Rock-Tenn Company shareholders
|
$
|
0.88
|
|
|
$
|
0.75
|
|
Note 5.
|
Acquisitions
|
Note 6.
|
Restructuring and Other Costs, Net
|
Segment
|
|
Period
|
|
Net Property,
Plant and
Equipment
(a)
|
|
Severance
and Other
Employee
Related
Costs
|
|
Equipment
and Inventory
Relocation
Costs
|
|
Facility
Carrying
Costs
|
|
Other
Costs
|
|
Total
|
||||||||||||
Corrugated
Packaging
(b)
|
|
Current Qtr.
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
$
|
1.0
|
|
|
Prior Year Qtr.
|
|
1.5
|
|
|
—
|
|
|
1.3
|
|
|
1.1
|
|
|
0.1
|
|
|
4.0
|
|
|||||||
|
Cumulative
|
|
29.3
|
|
|
29.2
|
|
|
7.2
|
|
|
11.8
|
|
|
5.5
|
|
|
83.0
|
|
|||||||
|
Expected Total
|
|
29.3
|
|
|
29.2
|
|
|
7.3
|
|
|
13.8
|
|
|
5.5
|
|
|
85.1
|
|
|||||||
Consumer Packaging
(c)
|
|
Current Qtr.
|
|
0.1
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
|
Prior Year Qtr.
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||
|
Cumulative
|
|
4.5
|
|
|
2.0
|
|
|
0.5
|
|
|
0.4
|
|
|
0.2
|
|
|
7.6
|
|
|||||||
|
Expected Total
|
|
4.5
|
|
|
2.0
|
|
|
0.5
|
|
|
0.5
|
|
|
0.2
|
|
|
7.7
|
|
|||||||
Recycling
(d)
|
|
Current Qtr.
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.8
|
|
|
1.2
|
|
||||||
|
Prior Year Qtr.
|
|
3.4
|
|
|
(0.1
|
)
|
|
0.4
|
|
|
0.4
|
|
|
2.1
|
|
|
6.2
|
|
|||||||
|
Cumulative
|
|
12.1
|
|
|
1.3
|
|
|
0.8
|
|
|
2.8
|
|
|
7.4
|
|
|
24.4
|
|
|||||||
|
Expected Total
|
|
12.1
|
|
|
1.3
|
|
|
1.3
|
|
|
3.2
|
|
|
7.5
|
|
|
25.4
|
|
|||||||
Other
(e)
|
|
Current Qtr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
||||||
|
Prior Year Qtr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
7.5
|
|
|||||||
|
Cumulative
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
148.5
|
|
|
148.9
|
|
|||||||
|
Expected Total
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
148.5
|
|
|
148.9
|
|
|||||||
Total
|
|
Current Qtr.
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
0.9
|
|
|
$
|
3.6
|
|
|
$
|
5.4
|
|
|
Prior Year Qtr.
|
|
$
|
4.9
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.7
|
|
|
$
|
1.5
|
|
|
$
|
9.7
|
|
|
$
|
17.6
|
|
|
|
Cumulative
|
|
$
|
46.0
|
|
|
$
|
32.7
|
|
|
$
|
8.6
|
|
|
$
|
15.0
|
|
|
$
|
161.6
|
|
|
$
|
263.9
|
|
|
|
Expected Total
|
|
$
|
46.0
|
|
|
$
|
32.7
|
|
|
$
|
9.2
|
|
|
$
|
17.5
|
|
|
$
|
161.7
|
|
|
$
|
267.1
|
|
(a)
|
We have defined “
Net Property, Plant and Equipment
” as used in this Note 6 to represent property, plant and equipment impairment losses, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment and related parts and supplies, and accelerated depreciation on such assets, if any.
|
(b)
|
The Corrugated Packaging segment current quarter and prior year quarter charges primarily reflect on-going closure costs at previously closed facilities net of asset sales. The cumulative charges primarily reflect charges associated with the closure of corrugated container plants and the closure of the Matane, Quebec containerboard mill, including gains and losses associated with the sale of assets associated with the closures. We have transferred a substantial portion of each closed facility's production to our other facilities.
|
(c)
|
The Consumer Packaging segment current quarter charges are primarily associated with the closure of a small converting facility and on-going closure activity at previously closed facilities including the Cincinnati, OH specialty recycled paperboard mill. The prior year quarter charges also primarily reflect on-going closure costs associated with previously closed facilities. The cumulative charges primarily reflect charges associated with the closure of converting facilities and a specialty recycled paperboard mill. We have transferred a substantial portion of each closed facility’s production to our other facilities.
|
(d)
|
The Recycling segment current quarter charges are primarily associated with the on-going closure costs at previously closed facilities. The prior year quarter charges primarily reflect charges associated with a collection facility and on-going closure costs associated with previously closed facilities. The cumulative charges primarily reflect the charges
|
(e)
|
The expenses in the “Other” segment primarily reflect costs that we consider as Corporate, including the “Other Costs” column that primarily reflects costs incurred as a result of the Smurfit-Stone Acquisition, such as merger integration expenses. Also included in the “Other” segment are insignificant costs related to our Merchandising Displays segment. The pre-tax charges in the “Other Costs” column are summarized below (in millions):
|
|
Acquisition
Expenses
|
|
Integration
Expenses
|
|
Total
|
||||||
Current Qtr.
|
$
|
0.5
|
|
|
$
|
2.2
|
|
|
$
|
2.7
|
|
Prior Year Qtr.
|
$
|
1.4
|
|
|
$
|
6.1
|
|
|
$
|
7.5
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Accrual at beginning of fiscal year
|
$
|
10.9
|
|
|
$
|
21.8
|
|
Additional accruals
|
0.2
|
|
|
1.1
|
|
||
Payments
|
(2.7
|
)
|
|
(6.7
|
)
|
||
Adjustment to accruals
|
0.9
|
|
|
(0.5
|
)
|
||
Accrual at December 31
|
$
|
9.3
|
|
|
$
|
15.7
|
|
Reconciliation of accruals and charges to restructuring and other costs, net:
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Additional accruals and adjustments to accruals (see table above)
|
$
|
1.1
|
|
|
$
|
0.6
|
|
Acquisition expenses
|
0.5
|
|
|
1.4
|
|
||
Integration expenses
|
2.1
|
|
|
5.8
|
|
||
Net property, plant and equipment
|
0.4
|
|
|
4.9
|
|
||
Severance and other employee expense
|
0.4
|
|
|
0.6
|
|
||
Equipment and inventory relocation costs
|
0.1
|
|
|
1.7
|
|
||
Facility carrying costs
|
0.9
|
|
|
1.5
|
|
||
Other (income) expense
|
(0.1
|
)
|
|
1.1
|
|
||
Total restructuring and other costs, net
|
$
|
5.4
|
|
|
$
|
17.6
|
|
Note 7.
|
Income Taxes
|
Note 8.
|
Inventories
|
|
December 31,
2014 |
|
September 30,
2014 |
||||
Finished goods and work in process
|
$
|
422.9
|
|
|
$
|
421.8
|
|
Raw materials
|
473.6
|
|
|
465.7
|
|
||
Spare parts and supplies
|
223.7
|
|
|
225.3
|
|
||
Inventories at FIFO cost
|
1,120.2
|
|
|
1,112.8
|
|
||
LIFO reserve
|
(88.3
|
)
|
|
(83.6
|
)
|
||
Net inventories
|
$
|
1,031.9
|
|
|
$
|
1,029.2
|
|
Note 9.
|
Debt
|
|
December 31,
2014 |
|
September 30,
2014 |
||||
4.45% notes due March 2019
|
$
|
349.8
|
|
|
$
|
349.8
|
|
3.50% notes due March 2020
|
348.0
|
|
|
347.9
|
|
||
4.90% notes due March 2022
|
399.4
|
|
|
399.4
|
|
||
4.00% notes due March 2023
|
347.1
|
|
|
347.0
|
|
||
Term loan facility
|
947.5
|
|
|
947.5
|
|
||
Revolving credit and swing facilities
|
98.2
|
|
|
120.3
|
|
||
Receivables-backed financing facility
|
305.0
|
|
|
460.0
|
|
||
Other debt
|
12.7
|
|
|
12.8
|
|
||
Total debt
|
2,807.7
|
|
|
2,984.7
|
|
||
Less current portion of debt
|
128.2
|
|
|
132.6
|
|
||
Long-term debt due after one year
|
$
|
2,679.5
|
|
|
$
|
2,852.1
|
|
Note 10.
|
Fair Value
|
|
December 31, 2014
|
|
September 30, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
March 2019 Notes
(1)
|
$
|
349.8
|
|
|
$
|
371.8
|
|
|
$
|
349.8
|
|
|
$
|
376.1
|
|
March 2020 Notes
(1)
|
348.0
|
|
|
354.4
|
|
|
347.9
|
|
|
357.5
|
|
||||
March 2022 Notes
(1)
|
399.4
|
|
|
430.3
|
|
|
399.4
|
|
|
430.0
|
|
||||
March 2023 Notes
(1)
|
347.1
|
|
|
355.4
|
|
|
347.0
|
|
|
357.9
|
|
||||
Term loan facilities
(2)
|
947.5
|
|
|
947.5
|
|
|
947.5
|
|
|
947.5
|
|
||||
Revolving credit and swing facilities
(2)
|
98.2
|
|
|
98.2
|
|
|
120.3
|
|
|
120.3
|
|
||||
Receivables-backed financing facility
(2)
|
305.0
|
|
|
305.0
|
|
|
460.0
|
|
|
460.0
|
|
||||
Other debt
(2)(3)
|
12.7
|
|
|
12.9
|
|
|
12.8
|
|
|
13.0
|
|
||||
Total debt
|
$
|
2,807.7
|
|
|
$
|
2,875.5
|
|
|
$
|
2,984.7
|
|
|
$
|
3,062.3
|
|
(1)
|
Fair value is categorized as level 2 within the fair value hierarchy since the notes trade infrequently. Fair value is based on quoted market prices.
|
(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 for certain debt 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 11.
|
Retirement Plans
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Service cost
|
$
|
7.7
|
|
|
$
|
7.9
|
|
Interest cost
|
49.6
|
|
|
55.0
|
|
||
Expected return on plan assets
|
(65.0
|
)
|
|
(63.9
|
)
|
||
Amortization of net actuarial loss
|
8.7
|
|
|
4.3
|
|
||
Amortization of prior service cost
|
0.3
|
|
|
0.3
|
|
||
Settlement loss recognized
|
20.0
|
|
|
—
|
|
||
Company defined benefit plan expense
|
21.3
|
|
|
3.6
|
|
||
Multiemployer and other plans
|
1.3
|
|
|
1.5
|
|
||
Net pension cost
|
$
|
22.6
|
|
|
$
|
5.1
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.3
|
|
Interest cost
|
1.2
|
|
|
1.5
|
|
||
Amortization of net actuarial gain
|
(0.3
|
)
|
|
(0.2
|
)
|
||
Amortization of prior service credit
|
(0.5
|
)
|
|
(0.3
|
)
|
||
Curtailment gain recognized
|
(8.1
|
)
|
|
—
|
|
||
Postretirement plan (income) expense
|
$
|
(7.6
|
)
|
|
$
|
1.3
|
|
Note 12.
|
Commitments and Contingencies
|
•
|
we have a
49%
ownership interest in Seven Hills. The joint venture partners guarantee funding of net losses in proportion to their share of ownership;
|
•
|
we have a wood chip processing contract with minimum purchase commitments which expires in 2017. As part of the agreement, we guarantee the third party contractors’ debt outstanding and have a security interest in the chipping equipment. At
December 31, 2014
, the maximum potential amount of future payments related to the guarantee was approximately
$5 million
, which decreases ratably over the life of the contract. In the event the guarantee on the contract is 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 approximately
$4 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 13.
|
Segment Information
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Net sales (aggregate):
|
|
|
|
||||
Corrugated Packaging
|
$
|
1,768.2
|
|
|
$
|
1,651.9
|
|
Consumer Packaging
|
478.8
|
|
|
472.1
|
|
||
Merchandising Displays
|
238.2
|
|
|
184.6
|
|
||
Recycling
|
80.3
|
|
|
99.6
|
|
||
Total
|
$
|
2,565.5
|
|
|
$
|
2,408.2
|
|
Less net sales (intersegment):
|
|
|
|
||||
Corrugated Packaging
|
$
|
32.5
|
|
|
$
|
29.7
|
|
Consumer Packaging
|
7.5
|
|
|
5.7
|
|
||
Merchandising Displays
|
5.9
|
|
|
4.4
|
|
||
Recycling
|
5.4
|
|
|
5.8
|
|
||
Total
|
$
|
51.3
|
|
|
$
|
45.6
|
|
Net sales (unaffiliated customers):
|
|
|
|
||||
Corrugated Packaging
|
$
|
1,735.7
|
|
|
$
|
1,622.2
|
|
Consumer Packaging
|
471.3
|
|
|
466.4
|
|
||
Merchandising Displays
|
232.3
|
|
|
180.2
|
|
||
Recycling
|
74.9
|
|
|
93.8
|
|
||
Total
|
$
|
2,514.2
|
|
|
$
|
2,362.6
|
|
Segment income:
|
|
|
|
||||
Corrugated Packaging
|
$
|
183.1
|
|
|
$
|
157.7
|
|
Consumer Packaging
|
52.6
|
|
|
57.6
|
|
||
Merchandising Displays
|
6.4
|
|
|
19.3
|
|
||
Recycling
|
1.8
|
|
|
0.1
|
|
||
Segment income
|
243.9
|
|
|
234.7
|
|
||
Pension lump sum settlement and retiree medical curtailment, net
|
(11.9
|
)
|
|
—
|
|
||
Restructuring and other costs, net
|
(5.4
|
)
|
|
(17.6
|
)
|
||
Non-allocated expenses
|
(15.9
|
)
|
|
(20.0
|
)
|
||
Interest expense
|
(23.3
|
)
|
|
(24.0
|
)
|
||
Interest income and other income (expense), net
|
0.2
|
|
|
(0.8
|
)
|
||
Income before income taxes
|
187.6
|
|
|
172.3
|
|
||
Income tax expense
|
(62.0
|
)
|
|
(61.7
|
)
|
||
Consolidated net income
|
125.6
|
|
|
110.6
|
|
||
Less: Net income attributable to noncontrolling interests
|
(0.5
|
)
|
|
(0.9
|
)
|
||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
125.1
|
|
|
$
|
109.7
|
|
Note 14.
|
Selected Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors
|
|
Three Months Ended December 31, 2014
|
||||||||||||||||||
|
|
|
|
|
Non-
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
Consolidated
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
2,290.4
|
|
|
$
|
410.1
|
|
|
$
|
(186.3
|
)
|
|
$
|
2,514.2
|
|
Cost of goods sold
|
—
|
|
|
1,870.0
|
|
|
327.9
|
|
|
(153.2
|
)
|
|
2,044.7
|
|
|||||
Gross profit
|
—
|
|
|
420.4
|
|
|
82.2
|
|
|
(33.1
|
)
|
|
469.5
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
211.8
|
|
|
31.9
|
|
|
—
|
|
|
243.7
|
|
|||||
Pension lump sum settlement and retiree medical curtailment, net
|
—
|
|
|
11.9
|
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|||||
Restructuring and other costs, net
|
—
|
|
|
5.1
|
|
|
0.3
|
|
|
—
|
|
|
5.4
|
|
|||||
Operating profit
|
—
|
|
|
191.6
|
|
|
50.0
|
|
|
(33.1
|
)
|
|
208.5
|
|
|||||
Interest expense
|
(23.2
|
)
|
|
(0.4
|
)
|
|
(4.5
|
)
|
|
4.8
|
|
|
(23.3
|
)
|
|||||
Interest income and other income (expense), net
|
1.2
|
|
|
(29.5
|
)
|
|
0.2
|
|
|
28.3
|
|
|
0.2
|
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||||
Equity in income of consolidated entities
|
138.5
|
|
|
27.8
|
|
|
—
|
|
|
(166.3
|
)
|
|
—
|
|
|||||
Income before income taxes
|
116.5
|
|
|
191.7
|
|
|
45.7
|
|
|
(166.3
|
)
|
|
187.6
|
|
|||||
Income tax benefit (expense)
|
8.6
|
|
|
(56.6
|
)
|
|
(14.0
|
)
|
|
—
|
|
|
(62.0
|
)
|
|||||
Consolidated net income
|
125.1
|
|
|
135.1
|
|
|
31.7
|
|
|
(166.3
|
)
|
|
125.6
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
125.1
|
|
|
$
|
134.8
|
|
|
$
|
31.5
|
|
|
$
|
(166.3
|
)
|
|
$
|
125.1
|
|
Comprehensive income attributable to Rock-Tenn Company shareholders
|
$
|
103.3
|
|
|
$
|
113.7
|
|
|
$
|
15.7
|
|
|
$
|
(129.4
|
)
|
|
$
|
103.3
|
|
|
Three Months Ended December 31, 2013
|
||||||||||||||||||
|
|
|
|
|
Non-
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
Consolidated
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
2,141.8
|
|
|
$
|
383.7
|
|
|
$
|
(162.9
|
)
|
|
$
|
2,362.6
|
|
Cost of goods sold
|
—
|
|
|
1,731.9
|
|
|
313.9
|
|
|
(131.0
|
)
|
|
1,914.8
|
|
|||||
Gross profit
|
—
|
|
|
409.9
|
|
|
69.8
|
|
|
(31.9
|
)
|
|
447.8
|
|
|||||
Selling, general and administrative expenses
|
0.5
|
|
|
207.3
|
|
|
27.0
|
|
|
—
|
|
|
234.8
|
|
|||||
Restructuring and other costs, net
|
0.2
|
|
|
16.4
|
|
|
1.0
|
|
|
—
|
|
|
17.6
|
|
|||||
Operating profit
|
(0.7
|
)
|
|
186.2
|
|
|
41.8
|
|
|
(31.9
|
)
|
|
195.4
|
|
|||||
Interest expense
|
(22.5
|
)
|
|
(1.4
|
)
|
|
(7.2
|
)
|
|
7.1
|
|
|
(24.0
|
)
|
|||||
Interest income and other income (expense), net
|
2.2
|
|
|
(27.5
|
)
|
|
(0.3
|
)
|
|
24.8
|
|
|
(0.8
|
)
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|||||
Equity in income of consolidated entities
|
122.5
|
|
|
17.8
|
|
|
—
|
|
|
(140.3
|
)
|
|
—
|
|
|||||
Income before income taxes
|
101.5
|
|
|
176.8
|
|
|
34.3
|
|
|
(140.3
|
)
|
|
172.3
|
|
|||||
Income tax benefit (expense)
|
8.2
|
|
|
(59.8
|
)
|
|
(10.1
|
)
|
|
—
|
|
|
(61.7
|
)
|
|||||
Consolidated net income
|
109.7
|
|
|
117.0
|
|
|
24.2
|
|
|
(140.3
|
)
|
|
110.6
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
109.7
|
|
|
$
|
116.3
|
|
|
$
|
24.0
|
|
|
$
|
(140.3
|
)
|
|
$
|
109.7
|
|
Comprehensive income attributable to Rock-Tenn Company shareholders
|
$
|
103.0
|
|
|
$
|
110.3
|
|
|
$
|
15.2
|
|
|
$
|
(125.5
|
)
|
|
$
|
103.0
|
|
|
December 31, 2014
|
||||||||||||||||||
|
|
|
|
|
Non-
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
Consolidated
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
20.6
|
|
|
$
|
1.5
|
|
|
$
|
10.7
|
|
|
$
|
—
|
|
|
$
|
32.8
|
|
Restricted cash
|
8.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|||||
Accounts receivable, net
|
—
|
|
|
104.5
|
|
|
945.3
|
|
|
(33.0
|
)
|
|
1,016.8
|
|
|||||
Inventories
|
—
|
|
|
859.4
|
|
|
172.5
|
|
|
—
|
|
|
1,031.9
|
|
|||||
Other current assets
|
12.6
|
|
|
191.8
|
|
|
36.2
|
|
|
(8.6
|
)
|
|
232.0
|
|
|||||
Intercompany receivables
|
100.3
|
|
|
18.9
|
|
|
15.8
|
|
|
(135.0
|
)
|
|
—
|
|
|||||
Total current assets
|
142.3
|
|
|
1,176.1
|
|
|
1,180.5
|
|
|
(176.6
|
)
|
|
2,322.3
|
|
|||||
Net property, plant and equipment
|
—
|
|
|
5,435.8
|
|
|
384.8
|
|
|
—
|
|
|
5,820.6
|
|
|||||
Goodwill
|
—
|
|
|
1,819.5
|
|
|
103.0
|
|
|
—
|
|
|
1,922.5
|
|
|||||
Intangibles, net
|
—
|
|
|
633.3
|
|
|
34.8
|
|
|
—
|
|
|
668.1
|
|
|||||
Intercompany notes receivable
|
265.8
|
|
|
681.9
|
|
|
—
|
|
|
(947.7
|
)
|
|
—
|
|
|||||
Investments in consolidated subsidiaries
|
6,791.8
|
|
|
400.1
|
|
|
—
|
|
|
(7,191.9
|
)
|
|
—
|
|
|||||
Other assets
|
27.8
|
|
|
121.5
|
|
|
20.6
|
|
|
(5.6
|
)
|
|
164.3
|
|
|||||
|
$
|
7,227.7
|
|
|
$
|
10,268.2
|
|
|
$
|
1,723.7
|
|
|
$
|
(8,321.8
|
)
|
|
$
|
10,897.8
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of debt
|
$
|
122.3
|
|
|
$
|
3.6
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
128.2
|
|
Accounts payable
|
—
|
|
|
691.8
|
|
|
98.0
|
|
|
(33.0
|
)
|
|
756.8
|
|
|||||
Accrued compensation and benefits
|
—
|
|
|
147.0
|
|
|
24.9
|
|
|
—
|
|
|
171.9
|
|
|||||
Other current liabilities
|
29.9
|
|
|
179.3
|
|
|
20.8
|
|
|
(8.6
|
)
|
|
221.4
|
|
|||||
Intercompany payables
|
—
|
|
|
108.9
|
|
|
26.1
|
|
|
(135.0
|
)
|
|
—
|
|
|||||
Total current liabilities
|
152.2
|
|
|
1,130.6
|
|
|
172.1
|
|
|
(176.6
|
)
|
|
1,278.3
|
|
|||||
Long-term debt due after one year
|
2,308.9
|
|
|
0.2
|
|
|
370.4
|
|
|
—
|
|
|
2,679.5
|
|
|||||
Intercompany notes payable
|
374.9
|
|
|
236.0
|
|
|
336.8
|
|
|
(947.7
|
)
|
|
—
|
|
|||||
Pension liabilities, net of current portion
|
—
|
|
|
936.5
|
|
|
160.5
|
|
|
—
|
|
|
1,097.0
|
|
|||||
Postretirement benefit liabilities, net of current portion
|
—
|
|
|
57.6
|
|
|
42.4
|
|
|
—
|
|
|
100.0
|
|
|||||
Deferred income taxes
|
—
|
|
|
1,172.5
|
|
|
14.1
|
|
|
(5.6
|
)
|
|
1,181.0
|
|
|||||
Other long-term liabilities
|
4.1
|
|
|
153.3
|
|
|
3.6
|
|
|
—
|
|
|
161.0
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
6.7
|
|
|
6.2
|
|
|
—
|
|
|
12.9
|
|
|||||
Total Rock-Tenn Company shareholders’ equity
|
4,387.6
|
|
|
6,574.3
|
|
|
617.6
|
|
|
(7,191.9
|
)
|
|
4,387.6
|
|
|||||
Noncontrolling interests
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Total equity
|
4,387.6
|
|
|
6,574.8
|
|
|
617.6
|
|
|
(7,191.9
|
)
|
|
4,388.1
|
|
|||||
|
$
|
7,227.7
|
|
|
$
|
10,268.2
|
|
|
$
|
1,723.7
|
|
|
$
|
(8,321.8
|
)
|
|
$
|
10,897.8
|
|
|
September 30, 2014
|
||||||||||||||||||
|
|
|
|
|
Non-
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
Consolidated
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
14.5
|
|
|
$
|
1.7
|
|
|
$
|
16.4
|
|
|
$
|
—
|
|
|
$
|
32.6
|
|
Restricted cash
|
8.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|||||
Accounts receivable, net
|
—
|
|
|
93.5
|
|
|
1,048.1
|
|
|
(22.9
|
)
|
|
1,118.7
|
|
|||||
Inventories
|
—
|
|
|
852.0
|
|
|
177.2
|
|
|
—
|
|
|
1,029.2
|
|
|||||
Other current assets
|
34.6
|
|
|
205.9
|
|
|
35.4
|
|
|
(32.7
|
)
|
|
243.2
|
|
|||||
Intercompany receivables
|
87.2
|
|
|
6.3
|
|
|
13.5
|
|
|
(107.0
|
)
|
|
—
|
|
|||||
Total current assets
|
145.1
|
|
|
1,159.4
|
|
|
1,290.6
|
|
|
(162.6
|
)
|
|
2,432.5
|
|
|||||
Net property, plant and equipment
|
—
|
|
|
5,432.3
|
|
|
400.3
|
|
|
—
|
|
|
5,832.6
|
|
|||||
Goodwill
|
—
|
|
|
1,820.1
|
|
|
106.3
|
|
|
—
|
|
|
1,926.4
|
|
|||||
Intangibles, net
|
—
|
|
|
655.9
|
|
|
35.2
|
|
|
—
|
|
|
691.1
|
|
|||||
Intercompany notes receivable
|
266.5
|
|
|
607.6
|
|
|
—
|
|
|
(874.1
|
)
|
|
—
|
|
|||||
Investments in consolidated subsidiaries
|
6,680.3
|
|
|
390.6
|
|
|
—
|
|
|
(7,070.9
|
)
|
|
—
|
|
|||||
Other assets
|
30.8
|
|
|
110.7
|
|
|
21.7
|
|
|
(6.1
|
)
|
|
157.1
|
|
|||||
|
$
|
7,122.7
|
|
|
$
|
10,176.6
|
|
|
$
|
1,854.1
|
|
|
$
|
(8,113.7
|
)
|
|
$
|
11,039.7
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of debt
|
$
|
91.7
|
|
|
$
|
3.9
|
|
|
$
|
37.0
|
|
|
$
|
—
|
|
|
$
|
132.6
|
|
Accounts payable
|
—
|
|
|
736.1
|
|
|
99.6
|
|
|
(22.9
|
)
|
|
812.8
|
|
|||||
Accrued compensation and benefits
|
—
|
|
|
196.1
|
|
|
28.3
|
|
|
—
|
|
|
224.4
|
|
|||||
Other current liabilities
|
14.2
|
|
|
178.6
|
|
|
30.6
|
|
|
(32.7
|
)
|
|
190.7
|
|
|||||
Intercompany payables
|
—
|
|
|
82.6
|
|
|
24.4
|
|
|
(107.0
|
)
|
|
—
|
|
|||||
Total current liabilities
|
105.9
|
|
|
1,197.3
|
|
|
219.9
|
|
|
(162.6
|
)
|
|
1,360.5
|
|
|||||
Long-term debt due after one year
|
2,330.9
|
|
|
0.2
|
|
|
521.0
|
|
|
—
|
|
|
2,852.1
|
|
|||||
Intercompany notes payable
|
374.9
|
|
|
236.0
|
|
|
263.2
|
|
|
(874.1
|
)
|
|
—
|
|
|||||
Pension liabilities, net of current portion
|
—
|
|
|
916.8
|
|
|
174.1
|
|
|
—
|
|
|
1,090.9
|
|
|||||
Postretirement benefit liabilities, net of current portion
|
—
|
|
|
57.6
|
|
|
44.1
|
|
|
—
|
|
|
101.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
1,126.8
|
|
|
12.1
|
|
|
(6.1
|
)
|
|
1,132.8
|
|
|||||
Other long-term liabilities
|
4.2
|
|
|
173.6
|
|
|
2.8
|
|
|
—
|
|
|
180.6
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
7.7
|
|
|
6.0
|
|
|
—
|
|
|
13.7
|
|
|||||
Total Rock-Tenn Company shareholders’ equity
|
4,306.8
|
|
|
6,460.0
|
|
|
610.9
|
|
|
(7,070.9
|
)
|
|
4,306.8
|
|
|||||
Noncontrolling interests
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Total equity
|
4,306.8
|
|
|
6,460.6
|
|
|
610.9
|
|
|
(7,070.9
|
)
|
|
4,307.4
|
|
|||||
|
$
|
7,122.7
|
|
|
$
|
10,176.6
|
|
|
$
|
1,854.1
|
|
|
$
|
(8,113.7
|
)
|
|
$
|
11,039.7
|
|
|
Three Months Ended December 31, 2014
|
||||||||||||||||||
|
|
|
|
|
Non-
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
Consolidated
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
42.4
|
|
|
$
|
47.2
|
|
|
$
|
249.7
|
|
|
$
|
(6.9
|
)
|
|
$
|
332.4
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(119.1
|
)
|
|
(7.8
|
)
|
|
—
|
|
|
(126.9
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
3.3
|
|
|
0.2
|
|
|
—
|
|
|
3.5
|
|
|||||
Intercompany notes issued
|
—
|
|
|
(83.4
|
)
|
|
—
|
|
|
83.4
|
|
|
—
|
|
|||||
Intercompany notes proceeds
|
—
|
|
|
137.7
|
|
|
—
|
|
|
(137.7
|
)
|
|
—
|
|
|||||
Intercompany return of capital
|
1.5
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|||||
Net cash provided by (used for) investing activities
|
1.5
|
|
|
(61.3
|
)
|
|
(7.6
|
)
|
|
(55.8
|
)
|
|
(123.2
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to revolving credit facilities
|
39.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.4
|
|
|||||
Repayments of revolving credit facilities
|
(30.9
|
)
|
|
—
|
|
|
(27.8
|
)
|
|
—
|
|
|
(58.7
|
)
|
|||||
Additions to debt
|
—
|
|
|
—
|
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
|||||
Repayments of debt
|
—
|
|
|
—
|
|
|
(165.6
|
)
|
|
—
|
|
|
(165.6
|
)
|
|||||
Commercial card program
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Debt issuance costs
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Issuances of common stock, net of related minimum tax withholdings
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|||||
Purchases of common stock
|
(8.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|||||
(Repayments to) advances from consolidated entities
|
(13.0
|
)
|
|
13.8
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Advances from unconsolidated entity
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Cash dividends paid to shareholders
|
(26.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.3
|
)
|
|||||
Cash distributions paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Intercompany notes borrowing
|
—
|
|
|
—
|
|
|
83.4
|
|
|
(83.4
|
)
|
|
—
|
|
|||||
Intercompany notes payments
|
—
|
|
|
—
|
|
|
(137.7
|
)
|
|
137.7
|
|
|
—
|
|
|||||
Intercompany capital distribution
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
1.5
|
|
|
—
|
|
|||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
6.9
|
|
|
—
|
|
|||||
Net cash (used for) provided by financing activities
|
(37.8
|
)
|
|
13.9
|
|
|
(247.2
|
)
|
|
62.7
|
|
|
(208.4
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
6.1
|
|
|
(0.2
|
)
|
|
(5.7
|
)
|
|
—
|
|
|
0.2
|
|
|||||
Cash and cash equivalents at beginning of period
|
14.5
|
|
|
1.7
|
|
|
16.4
|
|
|
—
|
|
|
32.6
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
20.6
|
|
|
$
|
1.5
|
|
|
$
|
10.7
|
|
|
$
|
—
|
|
|
$
|
32.8
|
|
|
Three Months Ended December 31, 2013
|
||||||||||||||||||
|
|
|
|
|
Non-
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
Consolidated
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
42.7
|
|
|
$
|
100.0
|
|
|
$
|
168.3
|
|
|
$
|
(6.5
|
)
|
|
$
|
304.5
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(95.0
|
)
|
|
(5.6
|
)
|
|
—
|
|
|
(100.6
|
)
|
|||||
Cash paid for purchase of business, net of cash acquired
|
(60.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60.0
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
3.1
|
|
|
0.2
|
|
|
—
|
|
|
3.3
|
|
|||||
Proceeds from property, plant and equipment insurance settlement
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
Intercompany notes issued
|
—
|
|
|
(13.4
|
)
|
|
—
|
|
|
13.4
|
|
|
—
|
|
|||||
Intercompany notes proceeds
|
3.1
|
|
|
88.0
|
|
|
—
|
|
|
(91.1
|
)
|
|
—
|
|
|||||
Net cash used for investing activities
|
(56.9
|
)
|
|
(14.4
|
)
|
|
(5.4
|
)
|
|
(77.7
|
)
|
|
(154.4
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to revolving credit facilities
|
16.7
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
20.0
|
|
|||||
Repayments of revolving credit facilities
|
(0.4
|
)
|
|
—
|
|
|
(21.5
|
)
|
|
—
|
|
|
(21.9
|
)
|
|||||
Additions to debt
|
—
|
|
|
—
|
|
|
46.6
|
|
|
—
|
|
|
46.6
|
|
|||||
Repayments of debt
|
—
|
|
|
—
|
|
|
(131.6
|
)
|
|
—
|
|
|
(131.6
|
)
|
|||||
Issuances of common stock, net of related minimum tax withholdings
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|||||
Purchases of common stock
|
(53.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53.0
|
)
|
|||||
Excess tax benefits from share-based compensation
|
—
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|||||
Advances from (repayments to) consolidated entities
|
73.7
|
|
|
(90.7
|
)
|
|
17.0
|
|
|
—
|
|
|
—
|
|
|||||
Repayments to unconsolidated entity
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Cash dividends paid to shareholders
|
(25.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.8
|
)
|
|||||
Cash distributions paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Intercompany notes borrowing
|
—
|
|
|
—
|
|
|
13.4
|
|
|
(13.4
|
)
|
|
—
|
|
|||||
Intercompany notes payments
|
—
|
|
|
—
|
|
|
(91.1
|
)
|
|
91.1
|
|
|
—
|
|
|||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
6.5
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
5.3
|
|
|
(80.7
|
)
|
|
(170.5
|
)
|
|
84.2
|
|
|
(161.7
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
(8.9
|
)
|
|
4.9
|
|
|
(7.8
|
)
|
|
—
|
|
|
(11.8
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
14.8
|
|
|
1.2
|
|
|
20.4
|
|
|
—
|
|
|
36.4
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
5.9
|
|
|
$
|
6.1
|
|
|
$
|
12.6
|
|
|
$
|
—
|
|
|
$
|
24.6
|
|
|
Three Months Ended December 31, 2013
|
||||||||||||||||||
|
|
|
|
|
Non-
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
Consolidated
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany capital investment
|
$
|
—
|
|
|
$
|
(23.6
|
)
|
|
$
|
—
|
|
|
$
|
23.6
|
|
|
$
|
—
|
|
Intercompany notes receivable
|
—
|
|
|
23.6
|
|
|
—
|
|
|
(23.6
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany capital contributed
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23.6
|
|
|
$
|
(23.6
|
)
|
|
$
|
—
|
|
Intercompany note payable
|
—
|
|
|
—
|
|
|
(23.6
|
)
|
|
23.6
|
|
|
—
|
|
Note 15.
|
Subsequent Events
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Net sales
|
$
|
2,514.2
|
|
|
$
|
2,362.6
|
|
Cost of goods sold
|
2,044.7
|
|
|
1,914.8
|
|
||
Gross profit
|
469.5
|
|
|
447.8
|
|
||
Selling, general and administrative expenses
|
243.7
|
|
|
234.8
|
|
||
Pension lump sum settlement and retiree medical curtailment, net
|
11.9
|
|
|
—
|
|
||
Restructuring and other costs, net
|
5.4
|
|
|
17.6
|
|
||
Operating profit
|
208.5
|
|
|
195.4
|
|
||
Interest expense
|
(23.3
|
)
|
|
(24.0
|
)
|
||
Interest income and other income (expense), net
|
0.2
|
|
|
(0.8
|
)
|
||
Equity in income of unconsolidated entities
|
2.2
|
|
|
1.7
|
|
||
Income before income taxes
|
187.6
|
|
|
172.3
|
|
||
Income tax expense
|
(62.0
|
)
|
|
(61.7
|
)
|
||
Consolidated net income
|
125.6
|
|
|
110.6
|
|
||
Less: Net income attributable to noncontrolling interests
|
(0.5
|
)
|
|
(0.9
|
)
|
||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
125.1
|
|
|
$
|
109.7
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Earnings per diluted share
|
$
|
0.88
|
|
|
$
|
0.75
|
|
Pension lump sum settlement and retiree medical curtailment, net
|
0.05
|
|
|
—
|
|
||
Restructuring and other costs and operating losses and transition costs due to plant closures
|
0.02
|
|
|
0.08
|
|
||
Acquisition inventory step-up
|
0.01
|
|
|
—
|
|
||
Adjusted Earnings Per Diluted Share
|
$
|
0.96
|
|
|
$
|
0.83
|
|
(In millions, except percentages)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
Fiscal 2014
|
$
|
2,362.6
|
|
|
$
|
2,393.6
|
|
|
$
|
2,530.9
|
|
|
$
|
2,608.0
|
|
|
$
|
9,895.1
|
|
Fiscal 2015
|
$
|
2,514.2
|
|
|
|
|
|
|
|
|
|
||||||||
% Change
|
6.4
|
%
|
|
|
|
|
|
|
|
|
|
|
(In millions, except percentages)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
Fiscal 2014
|
$
|
1,914.8
|
|
|
$
|
1,966.4
|
|
|
$
|
2,041.3
|
|
|
$
|
2,039.0
|
|
|
$
|
7,961.5
|
|
(% of Net Sales)
|
81.0
|
%
|
|
82.2
|
%
|
|
80.7
|
%
|
|
78.2
|
%
|
|
80.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2015
|
$
|
2,044.7
|
|
|
|
|
|
|
|
|
|
||||||||
(% of Net Sales)
|
81.3
|
%
|
|
|
|
|
|
|
|
|
(In millions, except percentages)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
Fiscal 2014
|
$
|
234.8
|
|
|
$
|
245.5
|
|
|
$
|
245.3
|
|
|
$
|
250.1
|
|
|
$
|
975.7
|
|
(% of Net Sales)
|
9.9
|
%
|
|
10.3
|
%
|
|
9.7
|
%
|
|
9.6
|
%
|
|
9.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2015
|
$
|
243.7
|
|
|
|
|
|
|
|
|
|
||||||||
(% of Net Sales)
|
9.7
|
%
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
|||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
|
|||||
Corrugated Packaging Segment Shipments - thousands of tons
|
1,803.8
|
|
|
1,809.5
|
|
|
1,961.8
|
|
|
2,074.6
|
|
|
7,649.7
|
|
Corrugated Containers Shipments - BSF
|
18.4
|
|
|
18.2
|
|
|
18.8
|
|
|
18.8
|
|
|
74.2
|
|
Corrugated Containers Per Shipping Day - MMSF
|
301.5
|
|
|
288.8
|
|
|
298.2
|
|
|
294.7
|
|
|
295.8
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
|||||
Corrugated Packaging Segment Shipments - thousands of tons
|
1,995.8
|
|
|
|
|
|
|
|
|
|
||||
Corrugated Containers Shipments - BSF
|
18.8
|
|
|
|
|
|
|
|
|
|
||||
Corrugated Containers Per Shipping Day - MMSF
|
309.0
|
|
|
|
|
|
|
|
|
|
|
Net Sales
(Aggregate)
|
|
Segment
Income
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
Fiscal 2014
|
|
|
|
|
|
|||||
First Quarter
|
$
|
1,651.9
|
|
|
$
|
157.7
|
|
|
9.5
|
%
|
Second Quarter
|
1,651.7
|
|
|
133.1
|
|
|
8.1
|
|
||
Third Quarter
|
1,774.2
|
|
|
179.8
|
|
|
10.1
|
|
||
Fourth Quarter
|
1,825.9
|
|
|
248.4
|
|
|
13.6
|
|
||
Fiscal 2014
|
$
|
6,903.7
|
|
|
$
|
719.0
|
|
|
10.4
|
%
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|||||
First Quarter
|
$
|
1,768.2
|
|
|
$
|
183.1
|
|
|
10.4
|
%
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
|||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Packaging Segment Shipments - thousands of tons
|
378.1
|
|
|
386.0
|
|
|
394.3
|
|
|
408.7
|
|
|
1,567.1
|
|
Consumer Packaging Converting Shipments - BSF
|
5.0
|
|
|
5.3
|
|
|
5.2
|
|
|
5.5
|
|
|
21.0
|
|
Consumer Packaging Converting Per Shipping Day - MMSF
|
82.0
|
|
|
83.6
|
|
|
83.3
|
|
|
86.1
|
|
|
83.8
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Packaging Segment Shipments - thousands of tons
|
371.2
|
|
|
|
|
|
|
|
|
|
||||
Consumer Packaging Converting Shipments - BSF
|
5.3
|
|
|
|
|
|
|
|
|
|
||||
Consumer Packaging Converting Per Shipping Day - MMSF
|
87.2
|
|
|
|
|
|
|
|
|
|
|
Net Sales
(Aggregate)
|
|
Segment
Income
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
Fiscal 2014
|
|
|
|
|
|
|||||
First Quarter
|
$
|
472.1
|
|
|
$
|
57.6
|
|
|
12.2
|
%
|
Second Quarter
|
489.3
|
|
|
49.3
|
|
|
10.1
|
|
||
Third Quarter
|
497.0
|
|
|
59.6
|
|
|
12.0
|
|
||
Fourth Quarter
|
525.1
|
|
|
72.3
|
|
|
13.8
|
|
||
Fiscal 2014
|
$
|
1,983.5
|
|
|
$
|
238.8
|
|
|
12.0
|
%
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|||||
First Quarter
|
$
|
478.8
|
|
|
$
|
52.6
|
|
|
11.0
|
%
|
|
Net Sales
(Aggregate)
|
|
Segment
Income
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
Fiscal 2014
|
|
|
|
|
|
|||||
First Quarter
|
$
|
184.6
|
|
|
$
|
19.3
|
|
|
10.5
|
%
|
Second Quarter
|
213.0
|
|
|
17.0
|
|
|
8.0
|
|
||
Third Quarter
|
225.1
|
|
|
21.4
|
|
|
9.5
|
|
||
Fourth Quarter
|
229.2
|
|
|
14.9
|
|
|
6.5
|
|
||
Fiscal 2014
|
$
|
851.9
|
|
|
$
|
72.6
|
|
|
8.5
|
%
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|||||
First Quarter
|
$
|
238.2
|
|
|
$
|
6.4
|
|
|
2.7
|
%
|
|
Net Sales
(Aggregate)
|
|
Segment
Income
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
Fiscal 2014
|
|
|
|
|
|
|||||
First Quarter
|
$
|
99.6
|
|
|
$
|
0.1
|
|
|
0.1
|
%
|
Second Quarter
|
90.1
|
|
|
2.8
|
|
|
3.1
|
|
||
Third Quarter
|
85.4
|
|
|
2.1
|
|
|
2.5
|
|
||
Fourth Quarter
|
88.1
|
|
|
4.0
|
|
|
4.5
|
|
||
Fiscal 2014
|
$
|
363.2
|
|
|
$
|
9.0
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|||||
First Quarter
|
$
|
80.3
|
|
|
$
|
1.8
|
|
|
2.2
|
%
|
(Shipments in thousands of tons)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
|||||
Fiscal 2014
|
1,562.5
|
|
|
1,564.0
|
|
|
1,573.6
|
|
|
1,609.0
|
|
|
6,309.1
|
|
Fiscal 2015
|
1,628.0
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
332.4
|
|
|
$
|
304.5
|
|
Net cash used for investing activities
|
$
|
(123.2
|
)
|
|
$
|
(154.4
|
)
|
Net cash used for by financing activities
|
$
|
(208.4
|
)
|
|
$
|
(161.7
|
)
|
|
Dec 31,
2014 |
|
|
Sep 30,
2014 |
|
|
Dec 31,
2013 |
|
|
Sep 30,
2013 |
|
||||
Current Portion of Debt
|
$
|
128.2
|
|
|
$
|
132.6
|
|
|
$
|
3.2
|
|
|
$
|
2.9
|
|
Long-Term Debt Due After One Year
|
2,679.5
|
|
|
2,852.1
|
|
|
2,750.3
|
|
|
2,841.9
|
|
||||
Total Debt
|
2,807.7
|
|
|
2,984.7
|
|
|
2,753.5
|
|
|
2,844.8
|
|
||||
Less: Cash and Cash Equivalents
|
(32.8
|
)
|
|
(32.6
|
)
|
|
(24.6
|
)
|
|
(36.4
|
)
|
||||
Net Debt
|
$
|
2,774.9
|
|
|
$
|
2,952.1
|
|
|
$
|
2,728.9
|
|
|
$
|
2,808.4
|
|
|
|
|
|
|
|
|
|
||||||||
Net Debt Repayment - QTR
|
$
|
177.2
|
|
|
|
|
$
|
79.5
|
|
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Net Debt Repayment
|
$
|
177.2
|
|
|
$
|
79.5
|
|
Cash dividends paid to shareholders
|
26.3
|
|
|
25.8
|
|
||
Cash paid for the purchase of business, net of cash acquired plus Investment in unconsolidated entities
|
—
|
|
|
60.0
|
|
||
Purchases of common stock
|
8.7
|
|
|
53.0
|
|
||
Pension lump sum settlement and retiree medical curtailment, net
|
11.9
|
|
|
—
|
|
||
Pension and postretirement funding (less) more than expense
|
(4.6
|
)
|
|
35.2
|
|
||
Cash Generated for Net Debt Repayment, Dividends, Acquisition / Investments, Stock Repurchases, Pension Lump Sum Settlement and Retiree Medical Curtailment, net and Pension Funding in Excess of Expense
|
$
|
219.5
|
|
|
$
|
253.5
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Net income attributable to Rock-Tenn Company shareholders
|
$
|
125.1
|
|
|
$
|
109.7
|
|
Pension lump sum settlement and retiree medical curtailment, net
|
7.9
|
|
|
—
|
|
||
Restructuring and other costs and operating losses and transition costs due to plant closures
|
3.9
|
|
|
12.2
|
|
||
Acquisition inventory step-up
|
0.7
|
|
|
—
|
|
||
Adjusted Net Income
|
$
|
137.6
|
|
|
$
|
121.9
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number
of Shares that May Yet Be Purchased Under the Plans or
Programs
|
|||||
October 1, 2014 through October 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
8,702,951
|
|
November 1, 2014 through November 30, 2014
|
|
29,239
|
|
|
55.67
|
|
|
29,239
|
|
|
8,673,712
|
|
|
December 1, 2014 through December 31, 2014
|
|
126,948
|
|
|
55.99
|
|
|
126,948
|
|
|
8,546,764
|
|
|
Total
|
|
156,187
|
|
|
|
|
156,187
|
|
|
|
Item 6.
|
EXHIBITS
|
|
|
ROCK-TENN COMPANY
|
|||
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date:
|
February 5, 2015
|
|
|
By:
|
/s/ Ward H. Dickson
|
|
|
|
|
Ward H. Dickson
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer and duly authorized officer)
|
|
|
|
Exhibit 2.1
|
|
Business Combination Agreement, by and between MeadWestvaco Corporation and Rock-Tenn Company, dated as of January 25, 2015 (incorporated by reference to Exhibit 2.1 of RockTenn's Current Report on Form 8-K, filed on January 27, 2015).†
|
|
|
|
Exhibit 10.1
|
|
Employment Agreement by and among RockTenn-Southern Container, LLC, a Delaware limited liability company (“RTSC”) (successor-in-interest to Southern Container Corp., a Delaware corporation), Rock-Tenn Services Inc., a Georgia corporation (“Employer”), and James B. Porter III (“Executive”), is entered into as of December 22, 2014, and effective as of January 1, 2015
|
|
|
|
Exhibit 31.1
|
|
Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Steven C. Voorhees, 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 Ward H. Dickson, Executive Vice President and Chief Financial 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.
|
|
|
|
†
|
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. RockTenn hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
|
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 Steven C. Voorhees, Chief Executive Officer of Rock-Tenn Company, and by Ward H. Dickson, Executive Vice President and Chief Financial Officer of Rock-Tenn Company.
|
1.
|
Termination of Employment Agreement and First Amendment
. The Employment Agreement and the First Amendment shall terminate and be of no further force and effect after December 31, 2014.
|
2.
|
Term
. Employer will employ, and Executive agrees to perform his current executive role, with the salary and other employee and executive benefits determined by the Compensation Committee of the Board of Directors of Rock-Tenn Company (“
RockTenn
”) for the period from January 1, 2015 through December 31, 2015, unless Employer terminates Executive’s employment for Cause (as hereinafter defined) which termination will be effective immediately upon written notice to Executive. After December 31, 2015, Employer may terminate Executive’s employment for any reason at any time by providing Executive with written notice at least ninety (90) days before the date on which such termination is to be effective; provided, however, Employer may terminate Executive’s employment immediately for Cause upon written notice to Executive. Executive may resign at any time after December 31, 2015 by providing Employer with written notice at least thirty (30) days before the date on which such resignation is to be effective. Upon termination of Executive’s employment other than for Cause, Executive shall be entitled to (i) continue to receive compensation and benefits (as in effect on the date notice of termination is provided to Executive) through the effective date of such termination and (ii) to the applicable benefits set forth in Sections 3 or 4 of this Agreement.
|
3.
|
Termination by Employer other than for Cause
. If Employer terminates Executive’s employment after December 31, 2015 for grounds other than for Cause:
|
(a)
|
Stock Options
. Executive’s outstanding unvested stock options, if any, shall, as of the date of such termination of employment, become immediately vested in full and shall become immediately exercisable and shall remain exercisable until the earlier of ninety (90) days following the date of termination of Executive’s employment or the latest date on which such option could be exercised under its terms had Executive’s employment not been terminated.
|
(b)
|
LTI Awards
. Provided that any applicable performance goals under any outstanding unvested long-term incentive awards other than stock options (the “
LTI Awards
”) are satisfied in accordance with the terms of each such award, (i) Executive shall be fully vested in any LTI Award granted in any calendar year prior to the calendar year in which Executive’s employment is terminated; and (ii) Executive shall be vested in a pro-rated portion of any LTI Award granted in the calendar year in which Executive’s employment is terminated. The amount of any pro-rated LTI Award shall be determined by multiplying (x) the payment that would have been made under the award had Executive’s employment been continued through the entire vesting period under the award by (y) a fraction, the numerator of which is the number of whole months elapsed in the calendar year prior to the termination of Executive’s employment, and the denominator of which is twelve (12). Any payment in respect of an LTI Award shall be made at time payment would have been made had Executive’s employment not terminated.
|
(c)
|
Severance and Bonus for Terminations after December 31, 2015
. If Executive’s employment is terminated after December 31, 2015, Executive shall receive the following severance and bonus payments: (i) Employer shall pay to Executive, and Executive shall accept, as liquidated damages and not as a penalty, an amount equal to twelve (12) months of Executive’s base salary, at the rate in effect on the date of termination, payable at the time Executive’s salary would have been paid had his employment continued for such twelve-(12) month period (the “
Severance Period
”) and (ii) Employer shall pay to Executive the bonus Executive would have been entitled to with respect to the Severance Period, payable at the times such bonus would have been paid had his employment continued for the Severance Period;
provided, however
, that the amount and duration of severance and bonus set forth in clauses (i) and (ii) shall be pro-rated (and thus reduced) by multiplying the amounts determined under such clauses by a fraction, the numerator of which shall be the total number of days remaining between the date of the termination of Executive’s employment and December 31, 2016, and the denominator or which shall be 366. For purposes of clarifying clause (ii) of this subsection 3(c), in determining the bonus Executive would have been entitled to hereunder for the applicable Severance Period, the bonus shall be paid based on Executive’s existing bonus arrangement unless with respect to any portion of the Severance Period a bonus arrangement has not been established for Executive, in which case Executive’s bonus shall be paid out at the rate of One Hundred Percent (100%) of target pro-rated for such portion of the Severance Period.
|
(d)
|
Definitions
. For purposes of this Agreement, “Cause” means Executive’s conviction of a felony, fraud, gross misconduct, gross negligence, disloyalty, gross insubordination, breach of trust, or breach of any material provisions of this Agreement.
|
4.
|
Resignation by Executive
. If Executive resigns or voluntarily terminates employment with Employer after December 31, 2015, Executive shall be entitled to the vesting of Executive’s outstanding unvested stock options and LTI Awards as set forth in subsections 3(a) and 3(b) of this Agreement but not to any other benefits or amounts set forth in Section 3(c).
|
5.
|
Termination by Employer for Cause
. If Employer terminates Executive’s employment at any time for Cause, then Executive shall only be entitled to continue to receive compensation and benefits (as in effect on the date notice of termination is provided to Executive) through the effective date of such termination and Executive shall not be entitled to any other compensation or benefits.
|
6.
|
Section 409A
. Notwithstanding anything in this Agreement establishing the effective date of Executive’s termination of employment, for purposes of any deferred compensation plan or arrangement subject to Section 409A of the Internal Revenue Code (“
Section 409A
”) the date of Executive’s “separation from service” shall be determined in accordance with the regulations under Section 409A. To the extent that any payments under this Agreement or any other plan or arrangement constitute “deferred compensation” within the meaning of Section 409A, such amounts shall, to the extent required under Section 409A, be paid after the 6-month anniversary of the date of Executive’s separation from service (as defined under Section 409A). For purposes of Section 409A, each payment made to Executive pursuant to Section 3 shall be deemed a separate payment.
|
7.
|
Restrictive Covenants
.
|
(a)
|
Covenant Not to Compete
. Executive acknowledges and agrees that the Employer, RockTenn and their and direct and indirect subsidiaries (collectively, the “
Company
”) operate in the highly competitive packaging business of manufacturing corrugated and consumer packaging and merchandising displays and providing recycling services to customers across the United States (the “
Company’s Business
”). Executive further acknowledges and agrees that during Executive’s employment with Employer, Executive served as a senior member of management for the Company throughout the United States. Accordingly, Executive covenants and agrees that during Executive’s employment with Employer and for a period of two (2) years following the date of the termination of Executive’s employment with Employer and its affiliates for any reason or no reason (the “
Separation Date
”), Executive will not, either directly or indirectly, work or perform services for another business or entity that competes with Company’s Business as the President, CEO, COO, Vice President, director, or member of senior management, or otherwise provide, regardless of title, managerial-type services to such business or entity, whether as an employee,
|
(b)
|
Covenant Not to Solicit Customers
. Executive agrees that during the Executive’s employment with Employer and for a period of three (3) years following the Separation Date, Executive shall not, in any way, directly or indirectly, solicit, divert, or take away, or attempt to solicit, divert or take away, any of the customers or prospective customers of the Company with whom Executive had Material Contact (as defined below) within two (2) years prior to the Separation Date, for the purpose of selling to any such customer or prospective customer any paper products or services that are competitive with those provided by the Company’s Business. “Material Contact” means contact between Executive and any customer or prospective customer (i) with whom Executive dealt on behalf of the Company; (ii) whose dealings with the Company were coordinated or supervised by Executive; (iii) about whom Executive obtained confidential information in the ordinary course of business as a result of Executive’s association with the Company; or (iv) who receives products provided by the Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for Executive.
|
(c)
|
Covenant Not to Recruit Personnel
. During the Term of this Agreement and for a period of three (3) years following the Separation Date, Executive will not in any way, directly or indirectly, recruit or solicit to hire any employee of the Company with whom Executive had contact while employed with the Company or cause or seek to cause any such Company employee to terminate an employment relationship with the Company.
|
(d)
|
Remedies
. Executive acknowledges that (i) breach of this Section 7 of this Agreement would result in irreparable injury and permanent damage to the Company; (ii) such restrictions are reasonable and necessary to protect the legitimate business interests of the Company and are critical to the success of the Company’s Business; and (iii) determining damages in the event of a breach of Section 7 of this Agreement would be difficult and that money damages alone would be an inadequate remedy for the injuries and damages which Company would suffer from Executive’s breach of this Section 7. Executive, therefore, agrees that if Executive breaches this Section 7, the Company, in addition to and without limiting any other remedies or rights which it may have, shall have the right to injunctive relief or other similar remedy to specifically enforce such provisions. Executive waives any requirement that the Company post a bond or any other security. Nothing contained herein shall preclude the Company from seeking monetary or other damages of any kind, including reasonable fees and expenses of counsel and other expenses.
|
Notice to Employer may be sent to:
|
Rock-Tenn Company
504 Thrasher Street
Norcross, GA 30071
c/o General Counsel
|
Notices to Executive may be sent to:
|
James B. Porter III
3325 Piedmont Road, NE
Unit # 3004
Atlanta, GA 30305
|
EXECUTIVE
/s/ James B. Porter III
James B. Porter III
Date:
12/22/14
|
|
ROCKTENN-SOUTHERN
CONTAINER, LLC
By:
/s/ Steven C. Voorhees
Title:
CEO
Date:
12/29/14
|
ROCK-TENN SERVICES, INC.
By:
/s/ Steven C. Voorhees
Title:
CEO
Date:
12/29/14
Acknowledged by:
ROCK-TENN COMPANY
By:
/s/ Steven C. Voorhees
Title:
CEO
Date:
12/29/14
|
|
|
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:
|
February 5, 2015
|
/s/ Steven C. Voorhees
|
|
|
|
|
|
Steven C. Voorhees
|
|
|
|
|
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:
|
February 5, 2015
|
/s/ Ward H. Dickson
|
|
|
|
|
|
Ward H. Dickson
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ Steven C. Voorhees
|
Steven C. Voorhees
|
Chief Executive Officer
|
February 5, 2015
|
/s/ Ward H. Dickson
|
Ward H. Dickson
|
Executive Vice President and Chief Financial Officer
|
February 5, 2015
|