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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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47-3335141
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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501 South 5th Street, Richmond, Virginia
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23219-0501
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
Reference
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Term or Acronym
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Definition
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2004 Incentive Stock Plan
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Amended and Restated 2004 Incentive Stock Plan
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A/R Sales Agreement
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As defined on p. 82
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AFMC
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Alternative fuel mixture credits
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AGI In-Store
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A.G. Industries, Inc.
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Antitrust Litigation
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As defined on p. 107
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APBO
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Accumulated postretirement benefit obligation
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ASC
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FASB’s Accounting Standards Codification
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ASU
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Accounting Standards Update
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BSF
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Billion square feet
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Boiler MACT
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As defined on p. 9
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Business Combination Agreement
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The Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015 by and among WestRock, RockTenn, MWV, RockTenn Merger Sub, and MWV Merger Sub.
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CBA or CBAs
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Collective bargaining agreements
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CBPC
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Cellulosic biofuel producers credits
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CEO
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Chief Executive Officer
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CERCLA
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The Comprehensive Environmental Response, Compensation, and Liability Act of 1980
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CFO
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Chief Financial Officer
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Closing Date
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July 1, 2015
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Code
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The Internal Revenue Code of 1986, as amended
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Combination
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Pursuant to the Business Combination Agreement, (i) RockTenn Merger Sub was merged with and into RockTenn, with RockTenn surviving the merger as a wholly owned subsidiary of WestRock, and (ii) MWV Merger Sub was merged with and into MWV, with MWV surviving the merger as a wholly owned subsidiary of WestRock, which occurred on July 1, 2015
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Common Stock
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Our common stock, par value $0.01 per share
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containerboard
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Linerboard and corrugating medium
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CPM
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Canadian Pensioners’ Mortality
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CTO
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Crude tall oil
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Credit Agreement
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As defined on p. 80
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Credit Facility
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As defined on p. 80
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EBITDA
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Earnings before interest, taxes, depreciation and amortization
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EPA
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U.S. Environmental Protection Agency
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ERISA
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Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder
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ESPP Plan
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The 1993 Employee Stock Purchase Plan, as amended and restated
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Exchange Act
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Securities Exchange Act of 1934, as amended
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FASB
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Financial Accounting Standards Board
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FCPA
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Foreign Corrupt Practices Act
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Farm Credit Facility
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As defined on p. 80
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Farm Loan Credit Agreement
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As defined on p. 80
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FIFO
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First-in first-out inventory valuation method
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FIP
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Funding improvement plan
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Term or Acronym
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Definition
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GAAP
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Generally accepted accounting principles in the U.S.
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GHG
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Greenhouse gases
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GPS
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Green Power Solutions of Georgia, LLC
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IDBs
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Industrial Development Bonds
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Installment Note
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As defined on p. 108
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IRS
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Internal Revenue Service
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LIBOR
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The London Interbank Offered Rate
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LIFO
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Last-in first-out inventory valuation method
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MACT
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Maximum Achievable Control Technology
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MEPP or MEPPs
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Multiemployer pension plan(s)
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MMBtu
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One million British Thermal Units
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MMSF
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Millions of square feet
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MWV
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WestRock MWV, LLC, formerly known as MeadWestvaco Corporation
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MWV TN
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As defined on p. 108
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MWV TN II
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As defined on p. 108
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MWV Merger Sub
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Milan Merger Sub, LLC
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New ESPP Plan
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The WestRock Employee Stock Purchase Plan
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NOV
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Notice of Violation
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NPG
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NPG Holding, Inc.
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NYSE
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New York Stock Exchange
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OSHA
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The Occupational Safety and Health Act
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Pension Act
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Pension Protection Act of 2006
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Plum Creek
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Plum Creek Timber Company, Inc
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PRP or PRPs
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Potentially responsible parties
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PSD
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Prevention of Significant Deterioration
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Receivables Facility
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Our receivables backed financing facility
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RockTenn
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WestRock RKT Company, formerly known as Rock-Tenn Company
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RockTenn Common Stock
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RockTenn Class A common stock, par value $0.01 per share
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RockTenn Merger Sub
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Rome Merger Sub, Inc.
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RP
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Rehabilitation plan
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SAR or SARs
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Stock appreciation rights
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SEC
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Securities and Exchange Commission
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Seven Hills
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Seven Hills Paperboard LLC
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SG&A
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Selling, general and administrative expenses
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Smurfit-Stone
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Smurfit-Stone Container Corporation
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Smurfit-Stone Acquisition
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Our May 27, 2011 acquisition of Smurfit-Stone
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SP Fiber
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SP Fiber Holdings, Inc.
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SP Fiber Acquisition
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Our October 1, 2015 acquisition of SP Fiber
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Supplemental Plans
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Supplemental retirement savings plans
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Tacoma Mill
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The Tacoma Kraft Paper Mill formerly owned by Simpson
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Timber Note
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As defined on p. 108
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TNH
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Timber Note Holdings LLC
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USW
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United Steelworkers Union
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U.S.
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United States
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WestRock
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WestRock Company
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Item 1.
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BUSINESS
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Item 1A.
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RISK FACTORS
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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Number of Facilities
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||||
Segment
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Owned
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Leased
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Total
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Corrugated Packaging
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111
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37
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148
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Consumer Packaging
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66
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32
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98
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Specialty Chemicals
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9
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—
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9
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Land and Development
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2
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1
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3
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Corporate and significant regional offices
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1
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9
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10
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Total
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189
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79
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268
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Location of Mill
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Linerboard
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Medium
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White Top Linerboard
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Kraft Paper/Bag
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Market Pulp
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Newsprint
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Bleached Paperboard
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Total Capacity
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Fernandina Beach, FL
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930
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930
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West Point, VA
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185
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715
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900
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Stevenson, AL
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885
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885
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Solvay, NY
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533
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272
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805
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Hodge, LA
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800
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800
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Florence, SC
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683
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683
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Panama City, FL
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336
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292
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628
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Seminole, FL
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402
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198
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600
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Dublin, GA
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130
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130
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325
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585
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Hopewell, VA
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527
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527
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Rigesa, Brazil
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330
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170
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500
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Tacoma, WA
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90
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275
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60
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60
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485
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La Tuque, QC
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345
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131
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476
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Newberg, OR
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70
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70
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60
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235
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435
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St. Paul, MN
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200
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|
|
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200
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Morai, India
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155
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25
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|
|
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180
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Uncasville, CT
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165
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|
|
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165
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Vapi, India
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70
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|
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70
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Total Corrugated Packaging Mill Capacity
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5,056
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2,300
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1,335
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445
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352
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235
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131
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9,854
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Location of Mill
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Bleached Paperboard
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Coated Natural Kraft
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Coated Recycled Paperboard
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Specialty Recycled Paperboard
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Market Pulp
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Total Capacity
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Mahrt, AL
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1,066
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1,066
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Covington, VA
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927
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927
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Evadale, TX
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585
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125
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710
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Demopolis, AL
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350
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|
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100
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450
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St. Paul, MN
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|
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168
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|
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168
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Battle Creek, MI
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160
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|
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160
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Chattanooga, TN
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|
|
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140
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140
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Dallas, TX
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127
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127
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Sheldon Springs, VT (Missisquoi Mill)
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|
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111
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|
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111
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Lynchburg, VA
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103
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103
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Stroudsburg, PA
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|
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80
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80
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Eaton, IN
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|
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64
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64
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Aurora, IL
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32
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32
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Total Consumer Packaging Mill Capacity
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1,862
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1,066
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646
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339
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225
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4,138
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Item 3.
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LEGAL PROCEEDINGS
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Item 4.
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MINE SAFETY DISCLOSURES
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Item 5.
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MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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|
Fiscal 2015
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|
Fiscal 2014
|
||||||||||||||||||||
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Market Price
|
|
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Market Price
|
|
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||||||||||||||||
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High
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Low
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Dividend
|
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High
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Low
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Dividend
|
||||||||||||
First Quarter
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$
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62.50
|
|
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$
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43.32
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|
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$
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0.1875
|
|
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$
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55.10
|
|
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$
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46.06
|
|
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$
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0.175
|
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Second Quarter
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$
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71.47
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|
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$
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59.35
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|
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$
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0.3205
|
|
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$
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58.20
|
|
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$
|
47.52
|
|
|
$
|
0.175
|
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Third Quarter
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$
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66.88
|
|
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$
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59.25
|
|
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$
|
0.3205
|
|
|
$
|
54.27
|
|
|
$
|
47.04
|
|
|
$
|
0.175
|
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Fourth Quarter
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$
|
66.40
|
|
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$
|
48.80
|
|
|
$
|
0.3750
|
|
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$
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53.49
|
|
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$
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46.70
|
|
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$
|
0.175
|
|
|
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Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
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|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
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Maximum Number
of Shares that May Yet Be Purchased Under the Plans or
Programs
|
|||||
July 1, 2015 through July 31, 2015
|
|
—
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|
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$
|
—
|
|
|
—
|
|
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40,000,000
|
|
August 1, 2015 through August 31, 2015
|
|
3,300,695
|
|
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60.84
|
|
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3,300,695
|
|
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36,699,305
|
|
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September 1, 2015 through September 30, 2015
|
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2,146,657
|
|
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59.20
|
|
|
2,146,657
|
|
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34,552,648
|
|
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Total
|
|
5,447,352
|
|
|
|
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5,447,352
|
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Item 6.
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SELECTED FINANCIAL DATA
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Year Ended September 30,
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||||||||||||||||||
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2015
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2014
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2013
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2012
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2011
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||||||||||
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(In millions, except per share amounts)
|
||||||||||||||||||
Net sales
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$
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11,381.3
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|
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$
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9,895.1
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|
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$
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9,545.4
|
|
|
$
|
9,207.6
|
|
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$
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5,399.6
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Pension lump sum settlement and retiree medical curtailment, net
(a)
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$
|
11.5
|
|
|
$
|
47.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
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Restructuring and other costs, net
|
$
|
147.4
|
|
|
$
|
55.6
|
|
|
$
|
78.0
|
|
|
$
|
75.2
|
|
|
$
|
93.3
|
|
Net income attributable to common stockholders
(b)
|
$
|
507.1
|
|
|
$
|
479.7
|
|
|
$
|
727.3
|
|
|
$
|
249.1
|
|
|
$
|
141.1
|
|
Diluted earnings per share attributable to common stockholders
|
$
|
2.93
|
|
|
$
|
3.29
|
|
|
$
|
4.98
|
|
|
$
|
1.72
|
|
|
$
|
1.38
|
|
Diluted weighted average shares outstanding
|
173.3
|
|
|
146.0
|
|
|
146.1
|
|
|
144.1
|
|
|
100.9
|
|
|||||
Dividends paid per common share
|
$
|
1.20
|
|
|
$
|
0.70
|
|
|
$
|
0.525
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
Book value per common share
|
$
|
45.34
|
|
|
$
|
30.76
|
|
|
$
|
29.94
|
|
|
$
|
24.02
|
|
|
$
|
23.92
|
|
Total assets
|
$
|
25,356.8
|
|
|
$
|
11,039.7
|
|
|
$
|
10,733.4
|
|
|
$
|
10,687.1
|
|
|
$
|
10,566.0
|
|
Current portion of debt
|
$
|
74.1
|
|
|
$
|
132.6
|
|
|
$
|
2.9
|
|
|
$
|
261.3
|
|
|
$
|
143.3
|
|
Long-term debt due after one year
|
$
|
5,558.3
|
|
|
$
|
2,852.1
|
|
|
$
|
2,841.9
|
|
|
$
|
3,151.2
|
|
|
$
|
3,302.5
|
|
Total debt
|
$
|
5,632.4
|
|
|
$
|
2,984.7
|
|
|
$
|
2,844.8
|
|
|
$
|
3,412.5
|
|
|
$
|
3,445.8
|
|
Total stockholders’ equity
|
$
|
11,651.8
|
|
|
$
|
4,306.8
|
|
|
$
|
4,312.3
|
|
|
$
|
3,405.7
|
|
|
$
|
3,371.6
|
|
Net cash provided by operating activities
|
$
|
1,203.6
|
|
|
$
|
1,151.8
|
|
|
$
|
1,032.5
|
|
|
$
|
656.7
|
|
|
$
|
461.7
|
|
Capital expenditures
|
$
|
585.5
|
|
|
$
|
534.2
|
|
|
$
|
440.4
|
|
|
$
|
452.4
|
|
|
$
|
199.4
|
|
Cash (received) paid for purchase of businesses, net of cash acquired
|
$
|
(3.7
|
)
|
|
$
|
474.4
|
|
|
$
|
6.3
|
|
|
$
|
125.6
|
|
|
$
|
1,300.1
|
|
Cash received in merger
|
$
|
265.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases of common stock
|
$
|
336.7
|
|
|
$
|
236.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases of commons stock - merger related
|
$
|
667.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
In fiscal 2015, we paid lump sum payments to former employees to partially settle obligations of one of our defined benefit pension plans and recorded a non-cash pre-tax charge of $20.0 million, and changes in retiree medical coverage for certain employees covered by the United Steelworkers Union master agreement resulted in the recognition of an $8.5 million pre-tax curtailment gain. These two items netted to an $11.5 million pre-tax charge. In fiscal 2014, we completed the first phase of our previously announced lump sum pension settlement to certain eligible former employees and recorded a pre-tax charge of $47.9 million. For additional information see
“
Note 13. Retirement Plans
”
of the Notes to Consolidated Financial Statements included herein.
|
(b)
|
Net income attributable to common stockholders in fiscal 2015 was reduced by $72.9 million pre-tax for acquisition inventory step-up expense, primarily related to the Combination. Net income attributable to common stockholders in fiscal 2015, 2014 and 2013 was increased by a reduction of cost of goods sold of $6.7 million, $32.3 million and $12.2 million pre-tax, respectively, for the recording of additional value of spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition. For additional information see
“
Note 4. Inventories
”
of the Notes to Consolidated Financial Statements included herein. Net income attributable to common stockholders in fiscal 2013 was increased by the reversal of $254.1 million of tax reserves related to AFMC acquired in the Smurfit-Stone Acquisition that were partially offset by a resulting increase in a state tax valuation allowance of $1.2 million. Net income attributable to common stockholders in fiscal 2012 was reduced by $25.9 million pre-tax for a loss on extinguishment of debt in connection with the redemption of the then outstanding 9.25% senior notes due March 2016. Net income attributable to common stockholders in fiscal 2011 was reduced by $59.4 million pre-tax for acquisition inventory step-up expense and $39.5 million pre-tax for a loss on extinguishment of debt in connection with the Smurfit-Stone Acquisition.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Established a $1.0 billion annualized run rate synergy and performance improvement target, before inflation, to be realized by September 30, 2018.
|
•
|
Established a stockholder-friendly capital allocation strategy with which to manage the business:
|
◦
|
A target normalized Leverage Ratio (as defined in the Credit Agreement) of 2.25x - 2.50x;
|
◦
|
An annualized dividend of $1.50 per share; and
|
◦
|
A share repurchase authorization of up to 40 million shares.
|
•
|
Merged the U.S. qualified defined benefit pension plans of RockTenn and MWV on July 2, 2015, resulting in expected contribution savings of approximately $550 million cumulatively through 2024.
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share data)
|
||||||||||
Net sales
|
$
|
11,381.3
|
|
|
$
|
9,895.1
|
|
|
$
|
9,545.4
|
|
Cost of goods sold
|
9,170.5
|
|
|
7,961.5
|
|
|
7,698.9
|
|
|||
Gross profit
|
2,210.8
|
|
|
1,933.6
|
|
|
1,846.5
|
|
|||
Selling, general and administrative, excluding intangible amortization
|
1,042.0
|
|
|
889.7
|
|
|
869.2
|
|
|||
Selling, general and administrative intangible amortization
|
130.4
|
|
|
86.0
|
|
|
85.1
|
|
|||
Pension lump sum settlement and retiree medical curtailment, net
|
11.5
|
|
|
47.9
|
|
|
—
|
|
|||
Restructuring and other costs, net
|
147.4
|
|
|
55.6
|
|
|
78.0
|
|
|||
Operating profit
|
879.5
|
|
|
854.4
|
|
|
814.2
|
|
|||
Interest expense
|
(132.7
|
)
|
|
(95.3
|
)
|
|
(106.9
|
)
|
|||
Loss on extinguishment of debt
|
(2.6
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Interest income and other income (expense), net
|
11.0
|
|
|
2.4
|
|
|
(0.9
|
)
|
|||
Equity in income of unconsolidated entities
|
7.1
|
|
|
8.8
|
|
|
4.6
|
|
|||
Income before income taxes
|
762.3
|
|
|
770.3
|
|
|
710.7
|
|
|||
Income tax (expense) benefit
|
(250.5
|
)
|
|
(286.5
|
)
|
|
21.8
|
|
|||
Consolidated net income
|
511.8
|
|
|
483.8
|
|
|
732.5
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(4.7
|
)
|
|
(4.1
|
)
|
|
(5.2
|
)
|
|||
Net income attributable to common stockholders
|
$
|
507.1
|
|
|
$
|
479.7
|
|
|
$
|
727.3
|
|
|
Years Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Earnings per diluted share
|
$
|
2.93
|
|
|
$
|
3.29
|
|
|
$
|
4.98
|
|
Alternative fuel mixture tax credit tax reserve adjustment
|
—
|
|
|
—
|
|
|
(1.73
|
)
|
|||
Restructuring and other costs and operating losses and transition costs due to plant closures
|
0.60
|
|
|
0.26
|
|
|
0.40
|
|
|||
Acquisition inventory step-up
|
0.28
|
|
|
0.01
|
|
|
—
|
|
|||
Pension lump sum settlement and retiree medical curtailment, net
|
0.04
|
|
|
0.20
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
0.01
|
|
|
—
|
|
|
—
|
|
|||
Adjusted Earnings Per Diluted Share
|
$
|
3.86
|
|
|
$
|
3.76
|
|
|
$
|
3.65
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||||||||||||||
|
LIFO
|
|
FIFO
|
|
LIFO
|
|
FIFO
|
|
LIFO
|
|
FIFO
|
||||||||||||
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||||||
Cost of goods sold
|
$
|
9,170.5
|
|
|
$
|
9,203.2
|
|
|
$
|
7,961.5
|
|
|
$
|
7,958.4
|
|
|
$
|
7,698.9
|
|
|
$
|
7,651.6
|
|
Net income attributable to common stockholders
|
$
|
507.1
|
|
|
$
|
485.8
|
|
|
$
|
479.7
|
|
|
$
|
481.6
|
|
|
$
|
727.3
|
|
|
$
|
757.1
|
|
|
Net Sales
(Aggregate)
|
|
Segment
Income
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
Fiscal 2013
|
|
|
|
|
|
|||||
First Quarter
|
$
|
1,710.2
|
|
|
$
|
141.9
|
|
|
8.3
|
%
|
Second Quarter
|
1,732.7
|
|
|
111.1
|
|
|
6.4
|
|
||
Third Quarter
|
1,836.1
|
|
|
198.1
|
|
|
10.8
|
|
||
Fourth Quarter
|
1,850.4
|
|
|
242.1
|
|
|
13.1
|
|
||
Total
|
$
|
7,129.4
|
|
|
$
|
693.2
|
|
|
9.7
|
%
|
|
|
|
|
|
|
|||||
Fiscal 2014
|
|
|
|
|
|
|||||
First Quarter
|
$
|
1,751.2
|
|
|
$
|
157.8
|
|
|
9.0
|
%
|
Second Quarter
|
1,738.5
|
|
|
135.9
|
|
|
7.8
|
|
||
Third Quarter
|
1,855.1
|
|
|
181.9
|
|
|
9.8
|
|
||
Fourth Quarter
|
1,912.6
|
|
|
252.4
|
|
|
13.2
|
|
||
Total
|
$
|
7,257.4
|
|
|
$
|
728.0
|
|
|
10.0
|
%
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|||||
First Quarter
|
$
|
1,842.8
|
|
|
$
|
184.9
|
|
|
10.0
|
%
|
Second Quarter
|
1,799.5
|
|
|
169.4
|
|
|
9.4
|
|
||
Third Quarter
|
1,887.3
|
|
|
217.0
|
|
|
11.5
|
|
||
Fourth Quarter
|
1,987.3
|
|
|
235.4
|
|
|
11.8
|
|
||
Total
|
$
|
7,516.9
|
|
|
$
|
806.7
|
|
|
10.7
|
%
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
|||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
|
|||||
North American Corrugated Packaging Segment Shipments - thousands of tons
|
1,869.6
|
|
|
1,860.0
|
|
|
1,922.2
|
|
|
1,921.7
|
|
|
7,573.5
|
|
North American Corrugated Containers Shipments - BSF
|
19.0
|
|
|
18.7
|
|
|
19.5
|
|
|
19.1
|
|
|
76.3
|
|
North American Corrugated Containers Per Shipping Day - MMSF
|
310.7
|
|
|
302.5
|
|
|
304.9
|
|
|
302.4
|
|
|
305.1
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
|
|||||
North American Corrugated Packaging Segment Shipments - thousands of tons
|
1,803.8
|
|
|
1,809.5
|
|
|
1,961.8
|
|
|
2,074.6
|
|
|
7,649.7
|
|
North American Corrugated Containers Shipments - BSF
|
18.4
|
|
|
18.2
|
|
|
18.8
|
|
|
18.8
|
|
|
74.2
|
|
North American Corrugated Containers Per Shipping Day - MMSF
|
301.5
|
|
|
288.8
|
|
|
298.2
|
|
|
294.7
|
|
|
295.8
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
|||||
North American Corrugated Packaging Segment Shipments - thousands of tons
|
1,995.8
|
|
|
1,936.7
|
|
|
2,032.6
|
|
|
2,018.0
|
|
|
7,983.1
|
|
North American Corrugated Containers Shipments - BSF
|
18.8
|
|
|
18.9
|
|
|
19.6
|
|
|
19.4
|
|
|
76.7
|
|
North American Corrugated Containers Per Shipping Day - MMSF
|
309.0
|
|
|
304.5
|
|
|
309.9
|
|
|
303.2
|
|
|
306.6
|
|
|
|
Fourth
Quarter
|
|
Fiscal 2015
|
|
|
|
Brazil / India Corrugated Packaging Segment Shipments - thousands of tons
|
|
171.4
|
|
Brazil / India Corrugated Containers Shipments - BSF
|
|
1.4
|
|
Brazil / India Corrugated Containers Per Shipping Day - MMSF
|
|
18.1
|
|
(Shipments in thousands of tons)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
|||||
Fiscal 2013
|
1,945.0
|
|
|
1,802.5
|
|
|
1,819.2
|
|
|
1,826.6
|
|
|
7,393.3
|
|
Fiscal 2014
|
1,562.5
|
|
|
1,564.0
|
|
|
1,573.6
|
|
|
1,609.0
|
|
|
6,309.1
|
|
Fiscal 2015
|
1,628.0
|
|
|
1,576.6
|
|
|
1,781.8
|
|
|
1,834.9
|
|
|
6,821.3
|
|
|
Net Sales
(Aggregate)
|
|
Segment
Income
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
Fiscal 2013
|
|
|
|
|
|
|||||
First Quarter
|
$
|
612.5
|
|
|
$
|
66.7
|
|
|
10.9
|
%
|
Second Quarter
|
628.4
|
|
|
63.2
|
|
|
10.1
|
|
||
Third Quarter
|
646.3
|
|
|
76.3
|
|
|
11.8
|
|
||
Fourth Quarter
|
673.4
|
|
|
89.5
|
|
|
13.3
|
|
||
Total
|
$
|
2,560.6
|
|
|
$
|
295.7
|
|
|
11.5
|
%
|
|
|
|
|
|
|
|||||
Fiscal 2014
|
|
|
|
|
|
|||||
First Quarter
|
$
|
654.4
|
|
|
$
|
76.9
|
|
|
11.8
|
%
|
Second Quarter
|
699.9
|
|
|
66.3
|
|
|
9.5
|
|
||
Third Quarter
|
719.2
|
|
|
81.0
|
|
|
11.3
|
|
||
Fourth Quarter
|
745.0
|
|
|
87.2
|
|
|
11.7
|
|
||
Total
|
$
|
2,818.5
|
|
|
$
|
311.4
|
|
|
11.0
|
%
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|||||
First Quarter
|
$
|
713.0
|
|
|
$
|
59.0
|
|
|
8.3
|
%
|
Second Quarter
|
694.9
|
|
|
52.4
|
|
|
7.5
|
|
||
Third Quarter
|
690.2
|
|
|
77.9
|
|
|
11.3
|
|
||
Fourth Quarter
|
1,642.0
|
|
|
77.7
|
|
|
4.7
|
|
||
Total
|
$
|
3,740.1
|
|
|
$
|
267.0
|
|
|
7.1
|
%
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
|||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Packaging Segment Shipments - thousands of tons
|
368.5
|
|
|
380.1
|
|
|
396.2
|
|
|
403.0
|
|
|
1,547.8
|
|
Consumer Packaging Converting Shipments - BSF
|
4.9
|
|
|
5.2
|
|
|
5.3
|
|
|
5.3
|
|
|
20.7
|
|
Consumer Packaging Converting Per Shipping Day - MMSF
|
81.0
|
|
|
83.9
|
|
|
82.3
|
|
|
84.3
|
|
|
82.9
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
|
5.4
|
|
|
20.9
|
|
Consumer Packaging Converting Per Shipping Day -
MMSF |
82.0
|
|
|
83.6
|
|
|
82.9
|
|
|
84.4
|
|
|
83.2
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Packaging Segment Shipments - thousands of tons
|
371.2
|
|
|
378.5
|
|
|
388.6
|
|
|
1,043.9
|
|
|
2,182.2
|
|
Consumer Packaging Converting Shipments - BSF
|
5.2
|
|
|
5.3
|
|
|
5.5
|
|
|
9.2
|
|
|
25.2
|
|
Consumer Packaging Converting Per Shipping Day -
MMSF
|
84.8
|
|
|
86.7
|
|
|
86.3
|
|
|
144.5
|
|
|
100.9
|
|
|
Net Sales
(Aggregate)
|
|
Segment
Income
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
Fiscal 2015
|
|
|
|
|
|
|||||
Fourth Quarter
|
$
|
256.5
|
|
|
$
|
33.6
|
|
|
13.1
|
%
|
|
Net Sales
(Aggregate)
|
|
Segment
Income (Loss)
|
|
Return
on Sales
|
|||||
|
(In millions, except percentages)
|
|||||||||
Fiscal 2015
|
|
|
|
|
|
|||||
Fourth Quarter
|
$
|
45.0
|
|
|
$
|
(3.4
|
)
|
|
(7.6
|
)%
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Net cash provided by operating activities
|
$
|
1,203.6
|
|
|
$
|
1,151.8
|
|
|
$
|
1,032.5
|
|
Net cash used for investing activities
|
$
|
(282.7
|
)
|
|
$
|
(967.4
|
)
|
|
$
|
(403.6
|
)
|
Net cash used for financing activities
|
$
|
(718.0
|
)
|
|
$
|
(188.1
|
)
|
|
$
|
(629.2
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Fiscal 2016
|
|
Fiscal 2017
and 2018
|
|
Fiscal 2019
and 2020
|
|
Thereafter
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Long-Term Debt, including current portion, excluding capital lease obligations
(a)
|
$
|
5,150.6
|
|
|
$
|
70.3
|
|
|
$
|
558.8
|
|
|
$
|
2,160.0
|
|
|
$
|
2,361.5
|
|
Operating lease obligations
(b)
|
427.5
|
|
|
85.7
|
|
|
127.5
|
|
|
87.4
|
|
|
126.9
|
|
|||||
Capital lease obligations
(c)
|
159.0
|
|
|
3.8
|
|
|
6.5
|
|
|
2.9
|
|
|
145.8
|
|
|||||
Purchase obligations and other
(d) (e) (f)
|
2,480.2
|
|
|
1,794.2
|
|
|
272.1
|
|
|
147.1
|
|
|
266.8
|
|
|||||
Total
|
$
|
8,217.3
|
|
|
$
|
1,954.0
|
|
|
$
|
964.9
|
|
|
$
|
2,397.4
|
|
|
$
|
2,901.0
|
|
(a)
|
The long-term debt line item above includes only principal payments owed on our debt assuming that all of our long-term debt will be held to maturity, excluding scheduled payments. The fair value of debt step-up, deferred financing costs and unamortized bond discounts of
$315.9 million
are excluded from the table to arrive at actual debt obligations. For information on the interest rates applicable to our various debt instruments, see
“Note 9. Debt”
of the Notes to Consolidated Financial Statements included herein.
|
(b)
|
For more information, see “
Note 11. Operating Leases
” of the Notes to Consolidated Financial Statements included herein.
|
(c)
|
The fair value step-up of
$6.9 million
is excluded. For more information, see
“Note 9. Debt”
of the Notes to Consolidated Financial Statements included herein.
|
(d)
|
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provision; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.
|
(e)
|
We have included in the table future estimated minimum pension contributions and estimated benefit payments related to postretirement obligations, supplemental retirement plans and deferred compensation plans. Our estimates are based on current factors, such as discount rates and expected return on plan assets. Future contributions are subject to changes in our underfunded status based on factors such as investment performance, discount rates, return on plan assets and changes in legislation. It is possible that our assumptions may change, actual market performance may vary or we may decide to contribute different amounts.
|
(f)
|
We have not included in the table above the following items:
|
•
|
An item labeled “other long-term liabilities” reflected on our consolidated balance sheet because these other long-term liabilities do not have a definite pay-out scheme.
|
•
|
We have excluded from the line item “Purchase obligations and other” $154.0 million for certain provisions of ASC 740 “
Income Taxes
” associated with liabilities for uncertain tax positions due to the uncertainty as to the amount and timing of payment, if any.
|
|
Years Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to common stockholders
|
$
|
507.1
|
|
|
$
|
479.7
|
|
|
$
|
727.3
|
|
Alternative fuel mixture tax credit tax reserve adjustment
|
—
|
|
|
—
|
|
|
(252.9
|
)
|
|||
Restructuring and other costs and operating losses and transition costs due to plant closures
|
105.0
|
|
|
37.6
|
|
|
59.1
|
|
|||
Acquisition inventory step-up
|
48.3
|
|
|
2.0
|
|
|
—
|
|
|||
Pension lump sum settlement and retiree medical curtailment, net
|
7.6
|
|
|
29.9
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
1.7
|
|
|
—
|
|
|
0.2
|
|
|||
Adjusted Net Income
|
$
|
669.7
|
|
|
$
|
549.2
|
|
|
$
|
533.7
|
|
|
Pension Plans
|
|
Postretirement Plans
|
||||||||||||
|
25 Basis Point
Increase
|
|
25 Basis Point
Decrease
|
|
25 Basis Point
Increase
|
|
25 Basis Point
Decrease
|
||||||||
Discount rate
|
$
|
0.8
|
|
|
$
|
12.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Compensation level
|
0.4
|
|
|
(0.4
|
)
|
|
N/A
|
|
|
N/A
|
|
||||
Expected long-term rate of return on plan assets
|
(17.4
|
)
|
|
17.4
|
|
|
N/A
|
|
|
N/A
|
|
||||
Medical cost trend
|
N/A
|
|
|
N/A
|
|
|
0.1
|
|
|
(0.1
|
)
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Description
|
|
Page
Reference
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share data)
|
||||||||||
Net sales
|
$
|
11,381.3
|
|
|
$
|
9,895.1
|
|
|
$
|
9,545.4
|
|
Cost of goods sold
|
9,170.5
|
|
|
7,961.5
|
|
|
7,698.9
|
|
|||
Gross profit
|
2,210.8
|
|
|
1,933.6
|
|
|
1,846.5
|
|
|||
Selling, general and administrative, excluding intangible amortization
|
1,042.0
|
|
|
889.7
|
|
|
869.2
|
|
|||
Selling, general and administrative intangible amortization
|
130.4
|
|
|
86.0
|
|
|
85.1
|
|
|||
Pension lump sum settlement and retiree medical curtailment, net
|
11.5
|
|
|
47.9
|
|
|
—
|
|
|||
Restructuring and other costs, net
|
147.4
|
|
|
55.6
|
|
|
78.0
|
|
|||
Operating profit
|
879.5
|
|
|
854.4
|
|
|
814.2
|
|
|||
Interest expense
|
(132.7
|
)
|
|
(95.3
|
)
|
|
(106.9
|
)
|
|||
Loss on extinguishment of debt
|
(2.6
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Interest income and other income (expense), net
|
11.0
|
|
|
2.4
|
|
|
(0.9
|
)
|
|||
Equity in income of unconsolidated entities
|
7.1
|
|
|
8.8
|
|
|
4.6
|
|
|||
Income before income taxes
|
762.3
|
|
|
770.3
|
|
|
710.7
|
|
|||
Income tax (expense) benefit
|
(250.5
|
)
|
|
(286.5
|
)
|
|
21.8
|
|
|||
Consolidated net income
|
511.8
|
|
|
483.8
|
|
|
732.5
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(4.7
|
)
|
|
(4.1
|
)
|
|
(5.2
|
)
|
|||
Net income attributable to common stockholders
|
$
|
507.1
|
|
|
$
|
479.7
|
|
|
$
|
727.3
|
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to common stockholders
|
$
|
2.97
|
|
|
$
|
3.34
|
|
|
$
|
5.05
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to common stockholders
|
$
|
2.93
|
|
|
$
|
3.29
|
|
|
$
|
4.98
|
|
|
|
|
|
|
|
||||||
Cash dividends paid per share
|
$
|
1.20
|
|
|
$
|
0.70
|
|
|
$
|
0.525
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Consolidated net income
|
$
|
511.8
|
|
|
$
|
483.8
|
|
|
$
|
732.5
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation loss
|
(242.0
|
)
|
|
(29.9
|
)
|
|
(15.1
|
)
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Deferred loss on cash flow hedges
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment of net loss on cash flow hedges included in earnings
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Defined benefit pension plans:
|
|
|
|
|
|
||||||
Net actuarial (loss) gain arising during period
|
(52.6
|
)
|
|
(212.8
|
)
|
|
184.1
|
|
|||
Amortization and settlement recognition of net actuarial loss, included in pension cost
|
30.3
|
|
|
39.4
|
|
|
24.2
|
|
|||
Prior service (cost) credit arising during period
|
(15.4
|
)
|
|
7.6
|
|
|
3.2
|
|
|||
Amortization and curtailment recognition of prior service (credit) cost, included in pension cost
|
(4.6
|
)
|
|
(0.1
|
)
|
|
0.9
|
|
|||
Other comprehensive income adjustments
|
—
|
|
|
—
|
|
|
4.2
|
|
|||
Other comprehensive (loss) income
|
(285.5
|
)
|
|
(195.8
|
)
|
|
201.5
|
|
|||
Comprehensive income
|
226.3
|
|
|
288.0
|
|
|
934.0
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(3.9
|
)
|
|
(3.1
|
)
|
|
(6.7
|
)
|
|||
Comprehensive income attributable to common stockholders
|
$
|
222.4
|
|
|
$
|
284.9
|
|
|
$
|
927.3
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except per share data)
|
||||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
228.3
|
|
|
$
|
32.6
|
|
Restricted cash
|
7.3
|
|
|
8.8
|
|
||
Accounts receivable (net of allowances of $29.6 and $25.1)
|
1,690.0
|
|
|
1,118.7
|
|
||
Inventories
|
1,963.4
|
|
|
1,029.2
|
|
||
Other current assets
|
271.4
|
|
|
243.2
|
|
||
Total current assets
|
4,160.4
|
|
|
2,432.5
|
|
||
Net property, plant and equipment, net
|
9,596.7
|
|
|
5,832.6
|
|
||
Goodwill
|
5,694.5
|
|
|
1,926.4
|
|
||
Intangibles, net
|
3,552.2
|
|
|
691.1
|
|
||
Restricted assets held by special purpose entities
|
1,302.1
|
|
|
—
|
|
||
Prepaid pension asset
|
532.9
|
|
|
—
|
|
||
Other assets
|
518.0
|
|
|
157.1
|
|
||
|
$
|
25,356.8
|
|
|
$
|
11,039.7
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|||||||
Current portion of debt
|
$
|
74.1
|
|
|
$
|
132.6
|
|
Accounts payable
|
1,303.8
|
|
|
812.8
|
|
||
Accrued compensation and benefits
|
358.0
|
|
|
224.4
|
|
||
Other current liabilities
|
427.3
|
|
|
190.7
|
|
||
Total current liabilities
|
2,163.2
|
|
|
1,360.5
|
|
||
Long-term debt due after one year
|
5,558.3
|
|
|
2,852.1
|
|
||
Pension liabilities, net of current portion
|
316.0
|
|
|
1,090.9
|
|
||
Postretirement benefit liabilities, net of current portion
|
143.0
|
|
|
101.7
|
|
||
Non-recourse liabilities held by special purpose entities
|
1,179.6
|
|
|
—
|
|
||
Deferred income taxes
|
3,540.6
|
|
|
1,132.8
|
|
||
Other long-term liabilities
|
658.0
|
|
|
180.6
|
|
||
Commitments and contingencies (Notes 11 and 17)
|
|
|
|
||||
Redeemable noncontrolling interests
|
14.2
|
|
|
13.7
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 30.0 million shares authorized; no shares outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 600.0 million shares authorized; 257.0 million and 140.0 million shares outstanding at September 30, 2015 and September 30, 2014, respectively
|
2.6
|
|
|
1.4
|
|
||
Capital in excess of par value
|
10,767.8
|
|
|
2,839.8
|
|
||
Retained earnings
|
1,661.6
|
|
|
1,960.9
|
|
||
Accumulated other comprehensive loss
|
(780.2
|
)
|
|
(495.3
|
)
|
||
Total stockholders’ equity
|
11,651.8
|
|
|
4,306.8
|
|
||
Noncontrolling interests
|
132.1
|
|
|
0.6
|
|
||
Total equity
|
11,783.9
|
|
|
4,307.4
|
|
||
|
$
|
25,356.8
|
|
|
$
|
11,039.7
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share data)
|
||||||||||
Number of Shares of Common Stock Outstanding
(1)
:
|
|
|
|
|
|
||||||
Balance at beginning of fiscal year
|
140.0
|
|
|
144.0
|
|
|
141.8
|
|
|||
Shares issued under restricted stock plan
|
1.7
|
|
|
0.5
|
|
|
0.7
|
|
|||
Issuance of common stock, net of stock received for minimum tax withholdings
(2) (3)
|
131.4
|
|
|
0.2
|
|
|
1.5
|
|
|||
Purchases of common stock
(4)
|
(16.1
|
)
|
|
(4.7
|
)
|
|
—
|
|
|||
Balance at end of fiscal year
|
257.0
|
|
|
140.0
|
|
|
144.0
|
|
|||
Common Stock:
|
|
|
|
|
|
||||||
Balance at beginning of fiscal year
|
$
|
1.4
|
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
Issuance of common stock, net of stock received for minimum tax withholdings
(2)
|
1.3
|
|
|
—
|
|
|
—
|
|
|||
Purchases of common stock
(4)
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Two-for-one stock split
(1)
|
—
|
|
|
0.7
|
|
|
—
|
|
|||
Balance at end of fiscal year
|
2.6
|
|
|
1.4
|
|
|
0.7
|
|
|||
Capital in Excess of Par Value:
|
|
|
|
|
|
||||||
Balance at beginning of fiscal year
|
2,839.8
|
|
|
2,871.4
|
|
|
2,810.8
|
|
|||
Income tax benefit from share-based plans
|
22.5
|
|
|
15.0
|
|
|
5.7
|
|
|||
Compensation expense under share-based plans
|
50.2
|
|
|
42.6
|
|
|
46.5
|
|
|||
Issuance of common stock, net of stock received for minimum tax withholdings
(2)
|
8,084.1
|
|
|
4.7
|
|
|
8.4
|
|
|||
Fair value of share-based awards issued in the Combination
|
210.9
|
|
|
—
|
|
|
—
|
|
|||
Purchases of common stock
(4)
|
(439.7
|
)
|
|
(93.2
|
)
|
|
—
|
|
|||
Two-for-one stock split
(1)
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|||
Balance at end of fiscal year
|
10,767.8
|
|
|
2,839.8
|
|
|
2,871.4
|
|
|||
Retained Earnings:
|
|
|
|
|
|
||||||
Balance at beginning of fiscal year
|
1,960.9
|
|
|
1,740.8
|
|
|
1,094.7
|
|
|||
Net income attributable to common stockholders
|
507.1
|
|
|
479.7
|
|
|
727.3
|
|
|||
Dividends declared (per share - $1.20, $0.70 and $0.525)
(5)
|
(215.3
|
)
|
|
(100.8
|
)
|
|
(76.3
|
)
|
|||
Issuance of common stock, net of stock received for minimum tax withholdings
|
(26.4
|
)
|
|
(15.7
|
)
|
|
(4.9
|
)
|
|||
Purchases of common stock
(4)
|
(564.7
|
)
|
|
(143.1
|
)
|
|
—
|
|
|||
Balance at end of fiscal year
|
1,661.6
|
|
|
1,960.9
|
|
|
1,740.8
|
|
|||
Accumulated Other Comprehensive Loss:
|
|
|
|
|
|
||||||
Balance at beginning of fiscal year
|
(495.3
|
)
|
|
(300.6
|
)
|
|
(500.5
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
(284.9
|
)
|
|
(194.7
|
)
|
|
199.9
|
|
|||
Balance at end of fiscal year
|
(780.2
|
)
|
|
(495.3
|
)
|
|
(300.6
|
)
|
|||
Total Stockholders’ equity
|
11,651.8
|
|
|
4,306.8
|
|
|
4,312.3
|
|
|||
Noncontrolling Interests:
(6)
|
|
|
|
|
|
||||||
Balance at beginning of fiscal year
|
0.6
|
|
|
0.5
|
|
|
0.5
|
|
|||
Noncontrolling interests assumed in merger
|
159.3
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
0.7
|
|
|
0.5
|
|
|
0.4
|
|
|||
Contributions
|
3.5
|
|
|
—
|
|
|
—
|
|
|||
Distributions
|
(31.9
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Other comprehensive income attributable to noncontrolling interest
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of fiscal year
|
132.1
|
|
|
0.6
|
|
|
0.5
|
|
|||
Total equity
|
$
|
11,783.9
|
|
|
$
|
4,307.4
|
|
|
$
|
4,312.8
|
|
(1)
|
On August 27, 2014, we effected a
two
-for-one stock split of RockTenn’s Common Stock in the form of a
100%
stock dividend to shareholders of record as of August 12, 2014. All share and per share information has been retroactively adjusted to reflect the stock split and we recorded the incremental par value of the newly issued shares with the offset to additional paid in capital.
|
(2)
|
Included in the Issuance of common stock is the issuance of approximately
131.2 million
shares of Common Stock valued at
$8,075.8 million
in connection with the Combination.
|
(3)
|
In connection with the Smurfit-Stone acquisition, there were approximately
1.4 million
shares reserved but unissued at the time of the acquisition for the resolution of Smurfit-Stone bankruptcy claims. At September 30, 2015,
0.3 million
shares remain reserved and unissued.
|
(4)
|
Pursuant to the then existing repurchase plan, in the first quarter of fiscal 2015, we repurchased
0.2 million
shares for an aggregate cost of
$8.7 million
. Subsequent to the Combination, in the fourth quarter of fiscal 2015, we repurchased approximately
5.4 million
shares for an aggregate cost of
$328.0 million
under the new authorization. Separately as part of the Combination we repurchased
10.5 million
shares for an aggregate cost of
$667.8 million
.
|
(5)
|
Includes cash dividends paid, dividend equivalent units on certain restricted stock awards and dividends declared but unpaid related to the shares reserved but unissued at the time of the acquisition for the resolution of Smurfit-Stone bankruptcy claims.
|
(6)
|
Excludes amounts related to contingently redeemable noncontrolling interests which are separately classified outside of permanent equity in the Consolidated Balance Sheets.
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Consolidated net income
|
$
|
511.8
|
|
|
$
|
483.8
|
|
|
$
|
732.5
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
740.8
|
|
|
584.5
|
|
|
552.2
|
|
|||
Cost of real estate sold
|
32.1
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
161.4
|
|
|
252.1
|
|
|
(44.3
|
)
|
|||
Share-based compensation expense
|
49.2
|
|
|
42.6
|
|
|
46.5
|
|
|||
Loss on extinguishment of debt
|
2.6
|
|
|
—
|
|
|
0.3
|
|
|||
Loss (gain) on disposal of plant, equipment and other, net
|
1.0
|
|
|
0.3
|
|
|
(13.9
|
)
|
|||
Equity in income of unconsolidated entities
|
(7.1
|
)
|
|
(8.8
|
)
|
|
(4.6
|
)
|
|||
Pension and other postretirement funding (more) than expense (income)
|
(137.7
|
)
|
|
(175.0
|
)
|
|
(167.1
|
)
|
|||
Impairment adjustments and other non-cash items
|
(7.6
|
)
|
|
5.5
|
|
|
21.2
|
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
106.1
|
|
|
67.3
|
|
|
(63.2
|
)
|
|||
Inventories
|
(27.2
|
)
|
|
(80.5
|
)
|
|
(122.8
|
)
|
|||
Other assets
|
(10.0
|
)
|
|
(1.9
|
)
|
|
(13.1
|
)
|
|||
Accounts payable
|
(38.4
|
)
|
|
(11.6
|
)
|
|
87.5
|
|
|||
Income taxes
|
(23.6
|
)
|
|
1.9
|
|
|
(13.8
|
)
|
|||
Accrued liabilities and other
|
(149.8
|
)
|
|
(8.4
|
)
|
|
35.1
|
|
|||
Net cash provided by operating activities
|
1,203.6
|
|
|
1,151.8
|
|
|
1,032.5
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(585.5
|
)
|
|
(534.2
|
)
|
|
(440.4
|
)
|
|||
Cash received (paid) for purchase of businesses, net of cash acquired
|
3.7
|
|
|
(474.4
|
)
|
|
(6.3
|
)
|
|||
Cash received in merger
|
265.7
|
|
|
—
|
|
|
—
|
|
|||
Investment in unconsolidated entities
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Return of capital from unconsolidated entities
|
1.1
|
|
|
7.0
|
|
|
1.0
|
|
|||
Cash received from affiliated entities
|
3.5
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of subsidiary and affiliates
|
—
|
|
|
6.8
|
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
28.8
|
|
|
22.4
|
|
|
26.8
|
|
|||
Proceeds from property, plant and equipment insurance settlement
|
—
|
|
|
5.0
|
|
|
15.4
|
|
|||
Net cash used for investing activities
|
(282.7
|
)
|
|
(967.4
|
)
|
|
(403.6
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Additions to revolving credit facilities
|
261.6
|
|
|
233.8
|
|
|
99.0
|
|
|||
Repayments of revolving credit facilities
|
(309.7
|
)
|
|
(285.9
|
)
|
|
(146.2
|
)
|
|||
Additions to debt
|
2,176.3
|
|
|
663.8
|
|
|
277.0
|
|
|||
Repayments of debt
|
(1,587.5
|
)
|
|
(465.1
|
)
|
|
(787.4
|
)
|
|||
Commercial card program
|
(0.6
|
)
|
|
3.8
|
|
|
—
|
|
|||
Debt issuance costs
|
(7.8
|
)
|
|
(0.7
|
)
|
|
(2.0
|
)
|
|||
Cash paid for debt extinguishment costs
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Issuances of common stock, net of related minimum tax withholdings
|
(19.3
|
)
|
|
(11.0
|
)
|
|
3.5
|
|
|||
Purchases of common stock
|
(336.7
|
)
|
|
(236.3
|
)
|
|
—
|
|
|||
Purchases of common stock - merger related
|
(667.8
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from share-based compensation
|
23.0
|
|
|
15.1
|
|
|
6.0
|
|
|||
(Repayments to) advances from unconsolidated entity
|
(0.3
|
)
|
|
(2.0
|
)
|
|
1.2
|
|
|||
Cash dividends paid to stockholders
|
(214.5
|
)
|
|
(101.1
|
)
|
|
(75.3
|
)
|
|||
Cash distributions paid to noncontrolling interests
|
(34.7
|
)
|
|
(2.5
|
)
|
|
(4.9
|
)
|
|||
Net cash used for financing activities
|
(718.0
|
)
|
|
(188.1
|
)
|
|
(629.2
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(7.2
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
195.7
|
|
|
(3.8
|
)
|
|
(0.8
|
)
|
|||
Cash and cash equivalents at beginning of fiscal year
|
32.6
|
|
|
36.4
|
|
|
37.2
|
|
|||
Cash and cash equivalents at end of fiscal year
|
$
|
228.3
|
|
|
$
|
32.6
|
|
|
$
|
36.4
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Cash paid (received) during the period for:
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
$
|
89.3
|
|
|
$
|
18.8
|
|
|
$
|
22.0
|
|
Interest, net of amounts capitalized
|
140.1
|
|
|
86.9
|
|
|
98.8
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Fair value of assets acquired, including goodwill
|
$
|
16,001.1
|
|
|
$
|
525.3
|
|
|
$
|
7.9
|
|
Cash consideration, net of cash acquired
|
—
|
|
|
472.2
|
|
|
6.3
|
|
|||
Stock issued in the merger
|
8,075.8
|
|
|
—
|
|
|
—
|
|
|||
Fair value of share-based awards issued in the merger
|
210.9
|
|
|
—
|
|
|
—
|
|
|||
Liabilities and noncontrolling interest assumed
|
$
|
7,714.4
|
|
|
$
|
53.1
|
|
|
$
|
1.6
|
|
|
|
|
|
|
|
||||||
Included in liabilities assumed is the following item:
|
|
|
|
|
|
||||||
Debt assumed in acquisition
|
$
|
2,152.9
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
Note 1.
|
Description of Business and Summary of Significant Accounting Policies
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of fiscal year
|
$
|
25.1
|
|
|
$
|
26.8
|
|
|
$
|
26.9
|
|
Reduction in sales and charges to costs and expenses
(1)
|
166.5
|
|
|
135.0
|
|
|
126.4
|
|
|||
Deductions
|
(162.0
|
)
|
|
(136.7
|
)
|
|
(126.5
|
)
|
|||
Balance at end of fiscal year
|
$
|
29.6
|
|
|
$
|
25.1
|
|
|
$
|
26.8
|
|
Buildings and building improvements
|
|
15-40 years
|
Machinery and equipment
|
|
3-25 years
|
Transportation equipment
|
|
3-8 years
|
Note 2.
|
Earnings per Share
|
|
September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to common stockholders
|
$
|
507.1
|
|
|
$
|
479.7
|
|
|
$
|
727.3
|
|
Less: Distributed and undistributed income available to participating securities
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Distributed and undistributed income attributable to common stockholders
|
$
|
507.0
|
|
|
$
|
479.6
|
|
|
$
|
727.1
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
170.6
|
|
|
143.6
|
|
|
144.0
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share attributable to common stockholders
|
$
|
2.97
|
|
|
$
|
3.34
|
|
|
$
|
5.05
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
:
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to common stockholders
|
$
|
507.1
|
|
|
$
|
479.7
|
|
|
$
|
727.3
|
|
Less: Distributed and undistributed income available to participating securities
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Distributed and undistributed income attributable to common stockholders
|
$
|
507.0
|
|
|
$
|
479.6
|
|
|
$
|
727.1
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
170.6
|
|
|
143.6
|
|
|
144.0
|
|
|||
Effect of dilutive stock options and non-participating securities
|
2.7
|
|
|
2.4
|
|
|
2.1
|
|
|||
Diluted weighted average shares outstanding
|
173.3
|
|
|
146.0
|
|
|
146.1
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to common stockholders
|
$
|
2.93
|
|
|
$
|
3.29
|
|
|
$
|
4.98
|
|
Note 3.
|
Other Comprehensive (Loss) Income
|
|
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 loss before reclassifications
|
—
|
|
|
(203.9
|
)
|
|
(29.0
|
)
|
|
(232.9
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
38.6
|
|
|
(0.4
|
)
|
|
38.2
|
|
||||
Net current period other comprehensive loss
|
—
|
|
|
(165.3
|
)
|
|
(29.4
|
)
|
|
(194.7
|
)
|
||||
Balance at September 30, 2014
|
(0.2
|
)
|
|
(498.2
|
)
|
|
3.1
|
|
|
(495.3
|
)
|
||||
Other comprehensive loss before reclassifications
|
(1.6
|
)
|
|
(67.6
|
)
|
|
(241.2
|
)
|
|
(310.4
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
0.4
|
|
|
25.1
|
|
|
—
|
|
|
25.5
|
|
||||
Net current period other comprehensive loss
|
(1.2
|
)
|
|
(42.5
|
)
|
|
(241.2
|
)
|
|
(284.9
|
)
|
||||
Balance at September 30, 2015
|
$
|
(1.4
|
)
|
|
$
|
(540.7
|
)
|
|
$
|
(238.1
|
)
|
|
$
|
(780.2
|
)
|
|
Years Ended September 30,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Pretax
|
|
Tax
|
|
Net of Tax
|
|
Pretax
|
|
Tax
|
|
Net of Tax
|
||||||||||||
Amortization of defined benefit pension and postretirement items
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial losses
(2)
|
$
|
(47.7
|
)
|
|
$
|
17.9
|
|
|
$
|
(29.8
|
)
|
|
$
|
(63.1
|
)
|
|
$
|
24.4
|
|
|
$
|
(38.7
|
)
|
Prior service credits
(2)
|
7.6
|
|
|
(2.9
|
)
|
|
4.7
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||
Subtotal defined benefit plans
|
(40.1
|
)
|
|
15.0
|
|
|
(25.1
|
)
|
|
(62.9
|
)
|
|
24.3
|
|
|
(38.6
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sale of foreign subsidiary
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Instruments
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency cash flow hedges
(4)
|
(0.7
|
)
|
|
0.3
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total reclassifications for the period
|
$
|
(40.8
|
)
|
|
$
|
15.3
|
|
|
$
|
(25.5
|
)
|
|
$
|
(62.5
|
)
|
|
$
|
24.3
|
|
|
$
|
(38.2
|
)
|
(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 13. Retirement Plans
” for additional details.
|
(3)
|
Amount reflected in “Restructuring and other costs net” in the Consolidated Statements of Income.
|
(4)
|
These accumulated other comprehensive income components are included in net sales.
|
Fiscal 2015
|
Pre-Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
Foreign currency translation loss
|
$
|
(242.0
|
)
|
|
$
|
—
|
|
|
$
|
(242.0
|
)
|
Deferred loss on cash flow hedges
|
(2.6
|
)
|
|
1.0
|
|
|
(1.6
|
)
|
|||
Reclassification adjustment of net loss on cash flow hedges included in earnings
|
0.7
|
|
|
(0.3
|
)
|
|
0.4
|
|
|||
Net actuarial loss arising during period
|
(81.5
|
)
|
|
28.9
|
|
|
(52.6
|
)
|
|||
Amortization and settlement recognition of net actuarial loss
|
48.1
|
|
|
(17.8
|
)
|
|
30.3
|
|
|||
Prior service cost arising during the period
|
(25.0
|
)
|
|
9.6
|
|
|
(15.4
|
)
|
|||
Amortization of prior service credit
|
(7.5
|
)
|
|
2.9
|
|
|
(4.6
|
)
|
|||
Consolidated other comprehensive loss
|
(309.8
|
)
|
|
24.3
|
|
|
(285.5
|
)
|
|||
Less: Other comprehensive loss attributable to noncontrolling interests
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||
Other comprehensive loss attributable to common stockholders
|
$
|
(309.2
|
)
|
|
$
|
24.3
|
|
|
$
|
(284.9
|
)
|
|
|
|
|
|
|
||||||
Fiscal 2014
|
Pre-Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
Foreign currency translation loss
|
$
|
(29.9
|
)
|
|
$
|
—
|
|
|
$
|
(29.9
|
)
|
Net actuarial loss arising during period
|
(333.3
|
)
|
|
120.5
|
|
|
(212.8
|
)
|
|||
Amortization and settlement recognition of net actuarial loss
|
63.9
|
|
|
(24.5
|
)
|
|
39.4
|
|
|||
Prior service credit arising during period
|
12.4
|
|
|
(4.8
|
)
|
|
7.6
|
|
|||
Amortization of prior service credit
|
(0.2
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Consolidated other comprehensive loss
|
(287.1
|
)
|
|
91.3
|
|
|
(195.8
|
)
|
|||
Less: Other comprehensive loss attributable to noncontrolling interests
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||
Other comprehensive loss attributable to common stockholders
|
$
|
(286.0
|
)
|
|
$
|
91.3
|
|
|
$
|
(194.7
|
)
|
|
|
|
|
|
|
||||||
Fiscal 2013
|
Pre-Tax
Amount
|
|
Tax
|
|
Net of Tax
Amount
|
||||||
Foreign currency translation loss
|
$
|
(15.1
|
)
|
|
$
|
—
|
|
|
$
|
(15.1
|
)
|
Net actuarial gain arising during period
|
303.9
|
|
|
(119.8
|
)
|
|
184.1
|
|
|||
Amortization of net actuarial loss
|
39.3
|
|
|
(15.1
|
)
|
|
24.2
|
|
|||
Prior service credit arising during period
|
5.2
|
|
|
(2.0
|
)
|
|
3.2
|
|
|||
Amortization of prior service cost
|
1.5
|
|
|
(0.6
|
)
|
|
0.9
|
|
|||
Other adjustments
|
—
|
|
|
4.2
|
|
|
4.2
|
|
|||
Consolidated other comprehensive income
|
334.8
|
|
|
(133.3
|
)
|
|
201.5
|
|
|||
Less: Other comprehensive income attributable to noncontrolling interests
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||
Other comprehensive income attributable to common stockholders
|
$
|
333.2
|
|
|
$
|
(133.3
|
)
|
|
$
|
199.9
|
|
Note 4.
|
Inventories
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Finished goods and work in process
|
$
|
983.3
|
|
|
$
|
421.8
|
|
Raw materials
|
697.4
|
|
|
465.7
|
|
||
Supplies and spare parts
|
333.3
|
|
|
225.3
|
|
||
Inventories at FIFO cost
|
2,014.0
|
|
|
1,112.8
|
|
||
LIFO reserve
|
(50.6
|
)
|
|
(83.6
|
)
|
||
Net inventories
|
$
|
1,963.4
|
|
|
$
|
1,029.2
|
|
Note 5.
|
Property, Plant and Equipment
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Property, plant and equipment at cost:
|
|
|
|
||||
Land and buildings
|
$
|
2,336.8
|
|
|
$
|
1,280.5
|
|
Machinery and equipment
|
10,066.6
|
|
|
7,076.2
|
|
||
Forestlands and mineral rights
|
161.3
|
|
|
—
|
|
||
Transportation equipment
|
20.3
|
|
|
15.8
|
|
||
Leasehold improvements
|
60.7
|
|
|
25.0
|
|
||
|
12,645.7
|
|
|
8,397.5
|
|
||
Less accumulated depreciation and amortization
|
(3,049.0
|
)
|
|
(2,564.9
|
)
|
||
Net property, plant and equipment, net
|
$
|
9,596.7
|
|
|
$
|
5,832.6
|
|
Note 6.
|
Merger and Acquisitions
|
Cash and cash equivalents
|
$
|
265.7
|
|
Current assets, excluding cash and cash equivalents
|
1,858.8
|
|
|
Property, plant and equipment
|
3,991.5
|
|
|
Prepaid pension asset
|
1,407.8
|
|
|
Goodwill
|
3,817.3
|
|
|
Intangible assets
|
2,994.2
|
|
|
Restricted assets held by special purpose entities
|
1,302.0
|
|
|
Other long-term assets
|
363.8
|
|
|
Total assets acquired
|
16,001.1
|
|
|
|
|
||
Current portion of debt
|
62.3
|
|
|
Current liabilities
|
1,099.4
|
|
|
Long-term debt due after one year
|
2,090.6
|
|
|
Non-recourse liabilities held by special purpose entities
|
1,181.0
|
|
|
Accrued pension and other long-term benefits
|
235.1
|
|
|
Deferred income tax liabilities
|
2,366.7
|
|
|
Other long-term liabilities
|
520.0
|
|
|
Noncontrolling interest
|
159.3
|
|
|
Total liabilities and noncontrolling interest assumed
|
7,714.4
|
|
|
|
|
||
Net assets acquired
|
$
|
8,286.7
|
|
|
|
Weighted Avg. Life
|
|
Gross Carrying Amount
|
||
Customer relationships
|
|
19.2
|
|
$
|
2,881.7
|
|
Patents
|
|
9.8
|
|
57.2
|
|
|
Trademarks
|
|
4.5
|
|
52.9
|
|
|
Favorable contracts
|
|
8.2
|
|
2.4
|
|
|
Total
|
|
18.8
|
|
$
|
2,994.2
|
|
|
Year Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Net sales
|
$
|
15,345.9
|
|
|
$
|
15,383.5
|
|
Net income attributable to common stockholders
|
$
|
666.3
|
|
|
$
|
502.9
|
|
Note 7.
|
Restructuring and Other Costs, Net
|
Related 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)
|
|
Fiscal 2015
|
|
$
|
1.3
|
|
|
$
|
0.4
|
|
|
$
|
1.1
|
|
|
$
|
3.0
|
|
|
$
|
2.2
|
|
|
$
|
8.0
|
|
|
Fiscal 2014
|
|
8.9
|
|
|
0.9
|
|
|
3.3
|
|
|
5.2
|
|
|
4.1
|
|
|
22.4
|
|
|||||||
|
Fiscal 2013
|
|
15.9
|
|
|
24.7
|
|
|
5.2
|
|
|
5.5
|
|
|
2.5
|
|
|
53.8
|
|
|||||||
|
Cumulative
|
|
44.5
|
|
|
30.9
|
|
|
9.6
|
|
|
16.4
|
|
|
14.1
|
|
|
115.5
|
|
|||||||
|
Expected Total
|
|
45.2
|
|
|
30.9
|
|
|
9.7
|
|
|
17.8
|
|
|
14.8
|
|
|
118.4
|
|
|||||||
Consumer Packaging
(c)
|
|
Fiscal 2015
|
|
0.9
|
|
|
1.8
|
|
|
0.5
|
|
|
0.9
|
|
|
0.3
|
|
|
4.4
|
|
||||||
|
Fiscal 2014
|
|
1.3
|
|
|
1.1
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
2.7
|
|
|||||||
|
Fiscal 2013
|
|
2.7
|
|
|
0.8
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
3.9
|
|
|||||||
|
Cumulative
|
|
5.5
|
|
|
3.7
|
|
|
1.1
|
|
|
1.2
|
|
|
0.5
|
|
|
12.0
|
|
|||||||
|
Expected Total
|
|
5.5
|
|
|
3.7
|
|
|
1.1
|
|
|
1.2
|
|
|
0.5
|
|
|
12.0
|
|
|||||||
Other
(d)
|
|
Fiscal 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135.0
|
|
|
135.0
|
|
||||||
|
Fiscal 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.5
|
|
|
30.5
|
|
|||||||
|
Fiscal 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.3
|
|
|
20.3
|
|
|||||||
|
Cumulative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
280.8
|
|
|
280.8
|
|
|||||||
|
Expected Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
280.8
|
|
|
280.8
|
|
|||||||
Total
|
|
Fiscal 2015
|
|
$
|
2.2
|
|
|
$
|
2.2
|
|
|
$
|
1.6
|
|
|
$
|
3.9
|
|
|
$
|
137.5
|
|
|
$
|
147.4
|
|
|
Fiscal 2014
|
|
$
|
10.2
|
|
|
$
|
2.0
|
|
|
$
|
3.3
|
|
|
$
|
5.3
|
|
|
$
|
34.8
|
|
|
$
|
55.6
|
|
|
|
Fiscal 2013
|
|
$
|
18.6
|
|
|
$
|
25.5
|
|
|
$
|
5.4
|
|
|
$
|
5.7
|
|
|
$
|
22.8
|
|
|
$
|
78.0
|
|
|
|
Cumulative
|
|
$
|
50.0
|
|
|
$
|
34.6
|
|
|
$
|
10.7
|
|
|
$
|
17.6
|
|
|
$
|
295.4
|
|
|
$
|
408.3
|
|
|
|
Expected Total
|
|
$
|
50.7
|
|
|
$
|
34.6
|
|
|
$
|
10.8
|
|
|
$
|
19.0
|
|
|
$
|
296.1
|
|
|
$
|
411.2
|
|
(a)
|
We have defined
“
Net property, plant and equipment
”
as used in this
Note 7
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 related charges in the last three fiscal years are primarily associated with facilities acquired in the Smurfit-Stone Acquisition. The Corrugated Packaging segment related charges in fiscal 2015 are primarily associated with the closure of one recycled collection facility and on-going closure costs at other previously closed facilities. The Corrugated Packaging segment related charges in fiscal 2014 are primarily associated with the closure of one corrugated container plant, one collection facility and on-going closure costs and fair value adjustments for assets at previously closed facilities which were partially offset by gains on sale of previously closed facilities. The Corrugated Packaging segment related charges in fiscal 2013 were primarily associated with the closure of seven corrugated container plants, the closure of nine recycled collection facilities, on-going closure costs at previously closed facilities including the Matane, Quebec containerboard mill which were partially offset by gains on the sale of previously closed facilities.
|
(c)
|
The Consumer Packaging segment related charges in fiscal 2015 are primarily associated with the closure of one folding carton facility, one merchandising display facility, and on-going closure costs at other previously closed facilities. The Consumer Packaging segment related charges in fiscal 2014 are primarily associated with our Cincinnati, OH specialty recycled paperboard mill and on-going closure costs for previously closed converting facilities. The Consumer Packaging segment related charges in fiscal 2013 were primarily associated with the closure of a converting facility and on-going closure costs for previously closed facilities. The cumulative charges primarily reflect our Cincinnati, OH specialty recycled paperboard mill, three converting facilities and one merchandising displays facility. We have transferred a substantial portion of each closed facility's production to our other facilities.
|
(d)
|
The expenses in the “Other” segment primarily reflect costs that we consider as related to Corporate, including the “Other Costs” column that primarily reflect costs incurred as a result of the Combination and Smurfit-Stone Acquisition. The pre-tax charges in the “Other” segment are summarized below (in millions):
|
|
Acquisition
Expense / (Income)
|
|
Integration
Expenses
|
|
Divestiture Expenses
|
|
Total
|
||||||||
Fiscal 2015
|
$
|
44.4
|
|
|
$
|
84.3
|
|
|
$
|
6.3
|
|
|
$
|
135.0
|
|
Fiscal 2014
|
7.5
|
|
|
23.0
|
|
|
—
|
|
|
30.5
|
|
||||
Fiscal 2013
|
(3.6
|
)
|
|
23.9
|
|
|
—
|
|
|
20.3
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Accrual at beginning of fiscal year
|
$
|
10.9
|
|
|
$
|
21.8
|
|
|
$
|
22.7
|
|
Accruals acquired in merger
|
2.9
|
|
|
—
|
|
|
—
|
|
|||
Additional accruals
|
37.6
|
|
|
5.0
|
|
|
18.7
|
|
|||
Payments
|
(31.4
|
)
|
|
(14.1
|
)
|
|
(20.6
|
)
|
|||
Adjustment to accruals
|
1.4
|
|
|
(1.8
|
)
|
|
1.0
|
|
|||
Accrual at end of fiscal year
|
$
|
21.4
|
|
|
$
|
10.9
|
|
|
$
|
21.8
|
|
Note 8.
|
Other Intangible Assets
|
|
|
|
September 30,
|
||||||||||||||
|
|
|
2015
|
|
2014
|
||||||||||||
|
Weighted
Avg. Life
(in years)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
18.1
|
|
$
|
3,811.8
|
|
|
$
|
(426.1
|
)
|
|
$
|
929.8
|
|
|
$
|
(308.3
|
)
|
Favorable contracts
|
8.8
|
|
48.6
|
|
|
(22.1
|
)
|
|
46.6
|
|
|
(17.5
|
)
|
||||
Technology and patents
|
9.2
|
|
71.6
|
|
|
(9.8
|
)
|
|
14.3
|
|
|
(6.5
|
)
|
||||
Trademarks and tradenames
|
13.1
|
|
83.0
|
|
|
(17.1
|
)
|
|
30.1
|
|
|
(13.2
|
)
|
||||
License costs
|
8.9
|
|
19.9
|
|
|
(7.6
|
)
|
|
19.9
|
|
|
(4.1
|
)
|
||||
Total
|
17.7
|
|
$
|
4,034.9
|
|
|
$
|
(482.7
|
)
|
|
$
|
1,040.7
|
|
|
$
|
(349.6
|
)
|
Fiscal 2016
|
$
|
260.3
|
|
Fiscal 2017
|
258.1
|
|
|
Fiscal 2018
|
257.9
|
|
|
Fiscal 2019
|
256.7
|
|
|
Fiscal 2020
|
244.8
|
|
Note 9.
|
Debt
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||
|
Carrying Value
|
|
Weighted Avg Interest Rate
|
|
Carrying Value
|
|
Weighted Avg Interest Rate
|
||||||
U.S. Dollar Denominated Fixed Rate Debt:
|
|
|
|
|
|
|
|
||||||
Notes due fiscal 2017 to 2022
|
$
|
1,672.2
|
|
|
3.8
|
%
|
|
$
|
1,097.1
|
|
|
4.3
|
%
|
Notes due fiscal 2023 to 2027
|
436.8
|
|
|
4.4
|
%
|
|
347.0
|
|
|
4.0
|
%
|
||
Notes due fiscal 2030 to 2033
|
1,002.8
|
|
|
4.6
|
%
|
|
—
|
|
|
N/A
|
|
||
Notes due fiscal 2037 to 2047
|
180.1
|
|
|
5.9
|
%
|
|
—
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|
|
||||||
U.S. Dollar Denominated Floating Rate Debt:
|
|
|
|
|
|
|
|
||||||
Term loan facilities
|
1,794.7
|
|
|
1.4
|
%
|
|
947.5
|
|
|
1.3
|
%
|
||
Revolving credit and swing facilities
|
64.1
|
|
|
2.6
|
%
|
|
120.3
|
|
|
2.7
|
%
|
||
Receivables-backed financing facility
|
198.0
|
|
|
0.9
|
%
|
|
460.0
|
|
|
0.9
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Capital lease obligations
|
165.9
|
|
|
5.7
|
%
|
|
0.5
|
|
|
8.0
|
%
|
||
|
|
|
|
|
|
|
|
||||||
International and other debt
|
117.8
|
|
|
6.9
|
%
|
|
12.3
|
|
|
4.3
|
%
|
||
Total debt
|
5,632.4
|
|
|
3.3
|
%
|
|
2,984.7
|
|
|
2.7
|
%
|
||
Less current portion of debt
|
74.1
|
|
|
|
|
132.6
|
|
|
|
||||
Long-term debt due after one year
|
$
|
5,558.3
|
|
|
|
|
$
|
2,852.1
|
|
|
|
Fiscal 2016
|
$
|
70.3
|
|
Fiscal 2017
|
253.6
|
|
|
Fiscal 2018
|
305.2
|
|
|
Fiscal 2019
|
712.2
|
|
|
Fiscal 2020
|
1,447.8
|
|
|
Thereafter
|
2,361.5
|
|
|
Fair value of debt step-up, deferred financing costs and unamortized bond discounts
|
315.9
|
|
|
Total
|
$
|
5,466.5
|
|
Fiscal 2016
|
$
|
3.8
|
|
Fiscal 2017
|
4.0
|
|
|
Fiscal 2018
|
2.5
|
|
|
Fiscal 2019
|
1.8
|
|
|
Fiscal 2020
|
1.1
|
|
|
Thereafter
|
145.8
|
|
|
Fair value step-up
|
6.9
|
|
|
Total
|
$
|
165.9
|
|
Note 10.
|
Fair Value
|
|
2015
|
|
2014
|
||||
Balance at beginning of fiscal year
|
$
|
10.4
|
|
|
$
|
—
|
|
Receivables sold and derecognized
|
1,222.0
|
|
|
814.7
|
|
||
Receivables collected by third party institution
|
(1,130.4
|
)
|
|
(667.7
|
)
|
||
Cash proceeds from financial institution
|
(96.2
|
)
|
|
(136.6
|
)
|
||
Receivable from financial institution at end of fiscal year
|
$
|
5.8
|
|
|
$
|
10.4
|
|
Note 11.
|
Operating Leases
|
Fiscal 2016
|
$
|
85.7
|
|
Fiscal 2017
|
69.3
|
|
|
Fiscal 2018
|
58.2
|
|
|
Fiscal 2019
|
47.0
|
|
|
Fiscal 2020
|
40.4
|
|
|
Thereafter
|
126.9
|
|
|
Total future minimum lease payments
|
$
|
427.5
|
|
Note 12.
|
Income Taxes
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
607.1
|
|
|
$
|
665.2
|
|
|
$
|
636.5
|
|
Foreign
|
155.2
|
|
|
105.1
|
|
|
74.2
|
|
|||
Income before income taxes
|
$
|
762.3
|
|
|
$
|
770.3
|
|
|
$
|
710.7
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current income taxes:
|
|
|
|
|
|
||||||
Federal
|
$
|
42.3
|
|
|
$
|
19.9
|
|
|
$
|
(8.3
|
)
|
State
|
8.1
|
|
|
15.2
|
|
|
23.7
|
|
|||
Foreign
|
38.7
|
|
|
(0.7
|
)
|
|
7.1
|
|
|||
Total current
|
89.1
|
|
|
34.4
|
|
|
22.5
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
||||||
Federal
|
157.8
|
|
|
201.8
|
|
|
(44.6
|
)
|
|||
State
|
(4.9
|
)
|
|
19.9
|
|
|
2.6
|
|
|||
Foreign
|
8.5
|
|
|
30.4
|
|
|
(2.3
|
)
|
|||
Total deferred
|
161.4
|
|
|
252.1
|
|
|
(44.3
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
250.5
|
|
|
$
|
286.5
|
|
|
$
|
(21.8
|
)
|
|
Year Ended September 30,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Statutory federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign rate differential
|
(1.5
|
)
|
|
(1.3
|
)
|
|
(1.9
|
)
|
Adjustment and resolution of federal, state and foreign tax uncertainties
|
0.3
|
|
|
0.4
|
|
|
(35.9
|
)
|
State taxes, net of federal benefit
|
2.0
|
|
|
2.0
|
|
|
3.3
|
|
Research and development and other tax credits, net of valuation allowances
|
(0.1
|
)
|
|
0.1
|
|
|
(1.4
|
)
|
Income attributable to noncontrolling interest
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
Domestic manufacturer’s deduction
|
(2.6
|
)
|
|
(0.4
|
)
|
|
—
|
|
State of New York tax law change, net of valuation allowance
|
—
|
|
|
1.2
|
|
|
—
|
|
Change in valuation allowance
|
(0.6
|
)
|
|
0.7
|
|
|
(0.7
|
)
|
Nondeductible transaction costs
|
1.0
|
|
|
—
|
|
|
—
|
|
Other, net
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(1.3
|
)
|
Effective tax (benefit) rate
|
32.9
|
%
|
|
37.2
|
%
|
|
(3.1
|
)%
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Deferred income tax assets:
|
|
|
|
||||
Accruals and allowances
|
$
|
33.9
|
|
|
$
|
7.8
|
|
Employee related accruals and allowances
|
224.9
|
|
|
96.7
|
|
||
Pension obligations
|
—
|
|
|
358.5
|
|
||
State net operating loss carryforwards
|
92.7
|
|
|
62.4
|
|
||
State credit carryforwards, net of federal benefit
|
56.3
|
|
|
55.0
|
|
||
Federal tax credit carryforwards
|
213.8
|
|
|
228.9
|
|
||
Foreign net operating loss carryforwards
|
65.5
|
|
|
7.9
|
|
||
Restricted stock and options
|
63.1
|
|
|
38.1
|
|
||
Other
|
18.4
|
|
|
1.3
|
|
||
Total
|
768.6
|
|
|
856.6
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
2,215.2
|
|
|
1,430.0
|
|
||
Deductible intangibles and goodwill
|
1,182.8
|
|
|
278.0
|
|
||
Inventory reserves
|
178.4
|
|
|
73.0
|
|
||
Deferred gain
|
444.1
|
|
|
—
|
|
||
Pension obligations
|
141.4
|
|
|
—
|
|
||
Other
|
1.0
|
|
|
0.6
|
|
||
Total
|
4,162.9
|
|
|
1,781.6
|
|
||
Valuation allowances
|
100.2
|
|
|
65.1
|
|
||
Net deferred income tax liability
|
$
|
3,494.5
|
|
|
$
|
990.1
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Current deferred tax asset
|
$
|
13.2
|
|
|
$
|
141.1
|
|
Current deferred tax liability
|
9.8
|
|
|
—
|
|
||
Long-term deferred tax asset
|
42.7
|
|
|
1.6
|
|
||
Long-term deferred tax liability
|
3,540.6
|
|
|
1,132.8
|
|
||
Net deferred income tax liability
|
$
|
3,494.5
|
|
|
$
|
990.1
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of fiscal year
|
$
|
65.1
|
|
|
$
|
36.2
|
|
|
$
|
42.3
|
|
Charges to costs and expenses
|
2.7
|
|
|
31.7
|
|
|
3.6
|
|
|||
Allowances related to merger
(1)
|
40.0
|
|
|
—
|
|
|
—
|
|
|||
Deductions
|
(7.6
|
)
|
|
(2.8
|
)
|
|
(9.7
|
)
|
|||
Balance at end of fiscal year
|
$
|
100.2
|
|
|
$
|
65.1
|
|
|
$
|
36.2
|
|
(1)
|
Adjustments in fiscal 2015 related to the Combination
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of fiscal year
|
$
|
36.5
|
|
|
$
|
21.3
|
|
|
$
|
289.7
|
|
Additions related to merger
(1)
|
82.9
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions taken in current year
|
2.4
|
|
|
14.8
|
|
|
2.6
|
|
|||
Additions (reductions) for tax positions taken in prior fiscal years
|
(3.7
|
)
|
|
1.0
|
|
|
(268.5
|
)
|
|||
Reductions due to settlements
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Additions (reductions) for currency translation adjustments
|
(11.5
|
)
|
|
—
|
|
|
—
|
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
—
|
|
|
(0.6
|
)
|
|
(2.3
|
)
|
|||
Balance at end of fiscal year
|
$
|
106.6
|
|
|
$
|
36.5
|
|
|
$
|
21.3
|
|
(1)
|
Adjustments in fiscal 2015 related to the Combination
|
Note 13.
|
Retirement Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Equity investments
|
10
|
%
|
|
39
|
%
|
|
28
|
%
|
|
29
|
%
|
Fixed income investments
|
78
|
%
|
|
36
|
%
|
|
59
|
%
|
|
58
|
%
|
Short-term investments
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
Other investments
|
11
|
%
|
|
23
|
%
|
|
12
|
%
|
|
12
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Equity investments
|
9
|
%
|
|
32
|
%
|
|
28
|
%
|
|
29
|
%
|
Fixed income investments
|
77
|
%
|
|
38
|
%
|
|
59
|
%
|
|
57
|
%
|
Short-term investments
|
3
|
%
|
|
11
|
%
|
|
1
|
%
|
|
2
|
%
|
Other investments
|
11
|
%
|
|
19
|
%
|
|
12
|
%
|
|
12
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Pension Plans
|
|||||||
|
2015
|
|
2014
|
|||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Discount rate
|
4.70%
|
|
3.89%
|
|
4.54%
|
|
4.00
|
%
|
Rate of compensation increase
|
2.50%
|
|
3.10%
|
|
2.26%
|
|
3.00
|
%
|
|
Pension Plans
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of fiscal year
|
$
|
3,606.5
|
|
|
$
|
964.1
|
|
|
$
|
3,547.4
|
|
|
$
|
976.8
|
|
Service cost
|
39.4
|
|
|
5.3
|
|
|
21.7
|
|
|
4.8
|
|
||||
Interest cost
|
183.4
|
|
|
34.7
|
|
|
175.4
|
|
|
41.1
|
|
||||
Amendments
|
26.5
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
(100.2
|
)
|
|
(1.7
|
)
|
|
285.2
|
|
|
87.9
|
|
||||
Plan participant contributions
|
—
|
|
|
1.7
|
|
|
—
|
|
|
2.2
|
|
||||
Special termination benefits
|
9.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(232.6
|
)
|
|
(59.6
|
)
|
|
(188.0
|
)
|
|
(70.5
|
)
|
||||
Business combinations
|
2,758.0
|
|
|
74.5
|
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
(31.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(135.9
|
)
|
|
—
|
|
|
(236.1
|
)
|
|
(0.1
|
)
|
||||
Foreign currency rate changes
|
—
|
|
|
(153.9
|
)
|
|
—
|
|
|
(78.1
|
)
|
||||
Benefit obligation at end of fiscal year
|
$
|
6,122.3
|
|
|
$
|
865.1
|
|
|
$
|
3,606.5
|
|
|
$
|
964.1
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of fiscal year
|
$
|
2,676.2
|
|
|
$
|
802.5
|
|
|
$
|
2,700.9
|
|
|
$
|
821.8
|
|
Actual gain on plan assets
|
48.6
|
|
|
25.0
|
|
|
209.3
|
|
|
80.7
|
|
||||
Employer contributions
|
110.6
|
|
|
32.1
|
|
|
190.1
|
|
|
34.6
|
|
||||
Plan participant contributions
|
—
|
|
|
1.7
|
|
|
—
|
|
|
2.2
|
|
||||
Benefits paid
|
(232.6
|
)
|
|
(59.6
|
)
|
|
(188.0
|
)
|
|
(70.5
|
)
|
||||
Business combinations
|
4,014.7
|
|
|
41.5
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(135.9
|
)
|
|
—
|
|
|
(236.1
|
)
|
|
(0.1
|
)
|
||||
Foreign currency rate changes
|
—
|
|
|
(131.4
|
)
|
|
—
|
|
|
(66.2
|
)
|
||||
Fair value of plan assets at end of fiscal year
|
$
|
6,481.6
|
|
|
$
|
711.8
|
|
|
$
|
2,676.2
|
|
|
$
|
802.5
|
|
Funded status
|
$
|
359.3
|
|
|
$
|
(153.3
|
)
|
|
$
|
(930.3
|
)
|
|
$
|
(161.6
|
)
|
Amounts recognized in consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
524.2
|
|
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liability
|
(9.8
|
)
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|
—
|
|
||||
Accrued pension and other long-term benefits
|
(155.1
|
)
|
|
(161.0
|
)
|
|
(929.3
|
)
|
|
(161.6
|
)
|
||||
Over (under) funded status at end of fiscal year
|
$
|
359.3
|
|
|
$
|
(153.3
|
)
|
|
$
|
(930.3
|
)
|
|
$
|
(161.6
|
)
|
|
Pension Plans
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
Net actuarial loss
|
$
|
686.5
|
|
|
$
|
170.8
|
|
|
$
|
667.9
|
|
|
$
|
152.8
|
|
Prior service cost
|
30.5
|
|
|
0.5
|
|
|
7.0
|
|
|
0.5
|
|
||||
Total accumulated other comprehensive loss
|
$
|
717.0
|
|
|
$
|
171.3
|
|
|
$
|
674.9
|
|
|
$
|
153.3
|
|
|
Pension Plans
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net actuarial loss (gain) arising during period
|
$
|
85.9
|
|
|
$
|
335.2
|
|
|
$
|
(286.6
|
)
|
Amortization and settlement recognition of net actuarial loss
|
(49.2
|
)
|
|
(65.7
|
)
|
|
(39.3
|
)
|
|||
Prior service cost arising during period
|
26.4
|
|
|
0.9
|
|
|
4.1
|
|
|||
Amortization of prior service cost
|
(3.0
|
)
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|||
Net other comprehensive loss (income) recognized
|
$
|
60.1
|
|
|
$
|
269.2
|
|
|
$
|
(323.0
|
)
|
|
Pension Plans
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
44.7
|
|
|
$
|
26.5
|
|
|
$
|
35.1
|
|
Interest cost
|
218.1
|
|
|
216.5
|
|
|
199.7
|
|
|||
Expected return on plan assets
|
(292.9
|
)
|
|
(252.9
|
)
|
|
(247.3
|
)
|
|||
Amortization of net actuarial loss
|
29.0
|
|
|
17.8
|
|
|
38.9
|
|
|||
Amortization of prior service cost
|
3.0
|
|
|
1.2
|
|
|
1.2
|
|
|||
Settlement loss
|
20.2
|
|
|
47.9
|
|
|
0.4
|
|
|||
Special termination benefits
|
9.1
|
|
|
—
|
|
|
—
|
|
|||
Company defined benefit plan expense
|
31.2
|
|
|
57.0
|
|
|
28.0
|
|
|||
Multiemployer and other plans
|
5.6
|
|
|
6.2
|
|
|
20.3
|
|
|||
Net pension cost
|
$
|
36.8
|
|
|
$
|
63.2
|
|
|
$
|
48.3
|
|
|
Pension Plans
|
|||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|||||
Discount rate
|
4.52%
|
|
4.00
|
%
|
|
5.18
|
%
|
|
4.56
|
%
|
|
4.20
|
%
|
|
4.14
|
%
|
Rate of compensation increase
|
2.54%
|
|
3.00
|
%
|
|
2.15
|
%
|
|
3.12
|
%
|
|
2.19
|
%
|
|
3.12
|
%
|
Expected long-term rate of return on plan assets
|
7.11%
|
|
6.88
|
%
|
|
7.50
|
%
|
|
6.88
|
%
|
|
7.50
|
%
|
|
6.88
|
%
|
|
Pension Plans
|
||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
Actuarial loss
|
$
|
3.8
|
|
|
$
|
7.1
|
|
Prior service cost
|
3.8
|
|
|
0.1
|
|
||
Total
|
$
|
7.6
|
|
|
$
|
7.2
|
|
|
Pension Plans
|
||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
Fiscal 2016
|
$
|
400.7
|
|
|
$
|
62.0
|
|
Fiscal 2017
|
408.9
|
|
|
55.7
|
|
||
Fiscal 2018
|
409.8
|
|
|
55.3
|
|
||
Fiscal 2019
|
413.5
|
|
|
55.7
|
|
||
Fiscal 2020
|
403.3
|
|
|
53.9
|
|
||
Fiscal Years 2021 – 2025
|
1,996.6
|
|
|
260.8
|
|
|
Postretirement plans
|
||||||||
|
2015
|
|
2014
|
||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||
Discount rate
|
4.70%
|
|
6.84
|
%
|
|
4.54%
|
|
4.00
|
%
|
Rate of compensation increase
|
N/A
|
|
3.10
|
%
|
|
N/A
|
|
3.00
|
%
|
|
Postretirement Plans
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
Change in projected benefit obligation
|
U.S. Plans
|
|
|
Non-U.S. Plans
|
|
|
U.S. Plans
|
|
|
Non-U.S. Plans
|
|
||||
Benefit obligation at beginning of fiscal year
|
$
|
66.0
|
|
|
$
|
47.1
|
|
|
$
|
83.0
|
|
|
$
|
47.2
|
|
Service cost
|
0.7
|
|
|
0.3
|
|
|
0.9
|
|
|
0.3
|
|
||||
Interest cost
|
3.3
|
|
|
2.1
|
|
|
3.7
|
|
|
2.0
|
|
||||
Amendments
|
(1.1
|
)
|
|
(0.2
|
)
|
|
(13.3
|
)
|
|
—
|
|
||||
Actuarial (gain) loss
|
(3.9
|
)
|
|
(0.5
|
)
|
|
(5.7
|
)
|
|
3.8
|
|
||||
Plan participant contributions
|
2.3
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
||||
Benefits paid
|
(12.0
|
)
|
|
(2.2
|
)
|
|
(12.6
|
)
|
|
(2.2
|
)
|
||||
Business combinations
|
54.2
|
|
|
16.0
|
|
|
6.2
|
|
|
—
|
|
||||
Foreign currency rate changes
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||
Benefit obligation at end of fiscal year
|
$
|
109.5
|
|
|
$
|
51.6
|
|
|
$
|
66.0
|
|
|
$
|
47.1
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of fiscal year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
9.7
|
|
|
2.2
|
|
|
8.8
|
|
|
2.2
|
|
||||
Plan participant contributions
|
2.3
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
||||
Benefits paid
|
(12.0
|
)
|
|
(2.2
|
)
|
|
(12.6
|
)
|
|
(2.2
|
)
|
||||
Fair value of plan assets at end of fiscal year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status
|
$
|
109.5
|
|
|
$
|
51.6
|
|
|
$
|
66.0
|
|
|
$
|
47.1
|
|
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Other current liability
|
$
|
(15.4
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(3.0
|
)
|
Accrued pension and other long-term benefits
|
(94.1
|
)
|
|
(48.8
|
)
|
|
(57.6
|
)
|
|
(44.1
|
)
|
||||
Under funded status at end of fiscal year
|
$
|
(109.5
|
)
|
|
$
|
(51.6
|
)
|
|
$
|
(66.0
|
)
|
|
$
|
(47.1
|
)
|
|
|
Postretirement Plans
|
||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
Net actuarial gain
|
|
$
|
(20.5
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(17.7
|
)
|
|
$
|
(0.3
|
)
|
Prior service credit
|
|
(13.2
|
)
|
|
(0.5
|
)
|
|
(22.5
|
)
|
|
(0.3
|
)
|
||||
Total accumulated other comprehensive income
|
|
$
|
(33.7
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(40.2
|
)
|
|
$
|
(0.6
|
)
|
|
|
Postretirement Plans
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net actuarial gain arising during period
|
|
$
|
(4.4
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(17.3
|
)
|
Amortization and settlement recognition of net actuarial gain
|
|
1.1
|
|
|
1.8
|
|
|
—
|
|
|||
Prior service credit arising during period
|
|
(1.4
|
)
|
|
(13.3
|
)
|
|
(9.3
|
)
|
|||
Amortization or curtailment recognition of prior service credit (cost)
|
|
10.5
|
|
|
1.4
|
|
|
(0.3
|
)
|
|||
Net other comprehensive loss (income) recognized
|
|
$
|
5.8
|
|
|
$
|
(12.0
|
)
|
|
$
|
(26.9
|
)
|
|
|
Postretirement Plans
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
|
$
|
1.0
|
|
|
$
|
1.2
|
|
|
$
|
1.6
|
|
Interest cost
|
|
5.4
|
|
|
5.7
|
|
|
6.5
|
|
|||
Amortization of net actuarial gain
|
|
(1.1
|
)
|
|
(1.8
|
)
|
|
—
|
|
|||
Amortization of prior service (credit) cost
|
|
(2.0
|
)
|
|
(1.4
|
)
|
|
0.3
|
|
|||
Curtailment gain
|
|
(8.5
|
)
|
|
—
|
|
|
(2.7
|
)
|
|||
Net postretirement cost
|
|
$
|
(5.2
|
)
|
|
$
|
3.7
|
|
|
$
|
5.7
|
|
|
|
2015
|
|
U.S. Plans
|
|
|
|
Health care cost trend rate assumed for next year
|
|
8.63
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
5.00
|
%
|
Year the rate reaches the ultimate trend rate
|
|
2030
|
|
Non-U.S. Plans
|
|
|
|
Health care cost trend rate assumed for next year
|
|
7.73
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
6.06
|
%
|
Year the rate reaches the ultimate trend rate
|
|
2029
|
|
|
|
Postretirement Plans
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
Discount rate
|
|
4.52%
|
|
4.00
|
%
|
|
5.19%
|
|
4.56
|
%
|
|
4.22
|
%
|
|
4.14
|
%
|
|
Postretirement Plans
|
||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
Actuarial (gain) loss
|
$
|
(1.2
|
)
|
|
$
|
0.1
|
|
Prior service credit
|
(2.1
|
)
|
|
(0.1
|
)
|
||
Total
|
$
|
(3.3
|
)
|
|
$
|
—
|
|
|
Postretirement Plans
|
||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
Fiscal 2016
|
$
|
15.4
|
|
|
$
|
2.8
|
|
Fiscal 2017
|
12.2
|
|
|
2.9
|
|
||
Fiscal 2018
|
10.9
|
|
|
3.0
|
|
||
Fiscal 2019
|
10.4
|
|
|
3.1
|
|
||
Fiscal 2020
|
9.9
|
|
|
3.1
|
|
||
Fiscal Years 2021 – 2025
|
40.8
|
|
|
16.9
|
|
|
September 30,
2015 |
|
Quoted Prices
in Active
Markets for
Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. equities
(a)
|
$
|
169.1
|
|
|
$
|
168.2
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
Non-U.S. equities
(a)
|
532.2
|
|
|
79.3
|
|
|
452.9
|
|
|
—
|
|
||||
Hedged equities
(a)
|
82.6
|
|
|
—
|
|
|
82.6
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
(b)
|
1,791.4
|
|
|
—
|
|
|
1,791.4
|
|
|
—
|
|
||||
Non-U.S. government securities
(c)
|
176.1
|
|
|
4.5
|
|
|
171.6
|
|
|
—
|
|
||||
U.S. corporate bonds
(c)
|
2,435.2
|
|
|
8.1
|
|
|
2,427.0
|
|
|
0.1
|
|
||||
Non-U.S. corporate bonds
(c)
|
616.4
|
|
|
8.6
|
|
|
607.8
|
|
|
—
|
|
||||
Mortgage-backed securities
(c)
|
90.0
|
|
|
—
|
|
|
90.0
|
|
|
—
|
|
||||
Other fixed income
(d)
|
308.3
|
|
|
—
|
|
|
308.3
|
|
|
—
|
|
||||
Short-term investments
(e)
|
213.2
|
|
|
213.2
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Alternative investments
(f)
|
720.2
|
|
|
—
|
|
|
327.9
|
|
|
392.3
|
|
||||
Global multi-asset investments
(g)
|
58.7
|
|
|
—
|
|
|
58.7
|
|
|
—
|
|
||||
|
$
|
7,193.4
|
|
|
$
|
481.9
|
|
|
$
|
6,319.1
|
|
|
$
|
392.4
|
|
|
September 30, 2014
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. equities
(a)
|
$
|
179.0
|
|
|
$
|
179.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-U.S. equities
(a)
|
620.5
|
|
|
76.4
|
|
|
544.1
|
|
|
—
|
|
||||
Hedged equities
(a)
|
276.4
|
|
|
—
|
|
|
276.4
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
(b)
|
100.0
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
||||
Non-U.S. government securities
(c)
|
124.9
|
|
|
30.7
|
|
|
94.2
|
|
|
—
|
|
||||
U.S. corporate bonds
(c)
|
643.8
|
|
|
61.7
|
|
|
582.1
|
|
|
—
|
|
||||
Non-U.S. corporate bonds
(c)
|
346.6
|
|
|
48.5
|
|
|
298.1
|
|
|
—
|
|
||||
Mortgage-backed securities
(c)
|
24.3
|
|
|
—
|
|
|
24.3
|
|
|
—
|
|
||||
Other fixed income
(d)
|
234.0
|
|
|
—
|
|
|
234.0
|
|
|
—
|
|
||||
Short-term investments
(e)
|
309.9
|
|
|
309.9
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Alternative investments
(f)
|
365.5
|
|
|
—
|
|
|
324.9
|
|
|
40.6
|
|
||||
Global multi-asset investments
(g)
|
253.8
|
|
|
—
|
|
|
253.8
|
|
|
—
|
|
||||
|
$
|
3,478.7
|
|
|
$
|
706.2
|
|
|
$
|
2,731.9
|
|
|
$
|
40.6
|
|
(a)
|
Equity securities are comprised of the following investment types: (i) common stock; (ii) preferred stock; (iii) equity exchange traded funds; (iv) hedged equity investments and (v) commingled equity funds. Level 1 investments in common and preferred stocks and exchange traded funds are valued using quoted market prices multiplied by the number of shares owned. The level 2 hedged equity investment is a commingled fund that consists primarily of equity indexed investments which are hedged by options and also holds collateral in the form of short term treasury securities. The commingled fund investments are valued at the net asset value per share multiplied by the number of shares held. The determination of net asset value for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.
|
(b)
|
U.S. government securities include treasury and agency debt. These investments are valued using broker quotes in an active market.
|
(c)
|
The level 1 non-U.S. government securities investment is an exchange traded fund valued using quoted market prices. The level 1 U.S. corporate bonds category is primarily comprised of U.S. dollar denominated investment grade securities and valued using quoted market prices. Level 2 investments are valued utilizing a market approach that includes various valuation techniques and sources such as value generation models, broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads, and/or other applicable reference data. Level 2 commingled debt funds are valued at their net asset value per share multiplied by the number of shares held. The determination of net asset value for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.
|
(d)
|
Other fixed income is comprised of municipal and asset-backed securities. Investments are valued utilizing a market approach that includes various valuation techniques and sources such as, broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads and/or other applicable reference data.
|
(e)
|
Short-term investments are valued at $1.00/unit, which approximates fair value. Amounts are generally invested in interest-bearing accounts.
|
(f)
|
We maintain holdings in certain private equity partnerships and real estate investments that are considered to be level 3 in the fair value hierarchy. The private equity partnerships are commingled investments. Valuation techniques such as discounted cash flow and market based comparable analyses are used to determine fair value of the private equity investments. Unobservable inputs used for the discounted cash flow technique include projected future cash flows and the discount rate applied to present value those cash flows. Unobservable inputs used for the market based comparisons technique include
|
(g)
|
The global multi-asset investment is a commingled fund with underlying investments that are diversified across multiple asset classes and include global equity, fixed income securities, commodities, and derivative contracts. The commingled fund is valued at its net asset value per share multiplied by the number of shares held. The determination of net asset value for the commingled fund includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.
|
|
|
U.S. Corporate Bonds
|
|
Alternative
Investments
|
|
Total
|
||||||
Balance as of September 30, 2013
|
|
$
|
—
|
|
|
$
|
60.4
|
|
|
$
|
60.4
|
|
Purchases, sales, issuances, and settlements, net
|
|
—
|
|
|
(20.6
|
)
|
|
(20.6
|
)
|
|||
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to instruments still held at end of year
|
|
—
|
|
|
(8.3
|
)
|
|
(8.3
|
)
|
|||
Relating to instruments sold during the year
|
|
—
|
|
|
9.1
|
|
|
9.1
|
|
|||
Balance as of September 30, 2014
|
|
$
|
—
|
|
|
$
|
40.6
|
|
|
$
|
40.6
|
|
Purchases, sales, issuances, and settlements, net
|
|
0.1
|
|
|
341.8
|
|
|
341.9
|
|
|||
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to instruments still held at end of year
|
|
—
|
|
|
(3.6
|
)
|
|
(3.6
|
)
|
|||
Relating to instruments sold during the year
|
|
—
|
|
|
13.5
|
|
|
13.5
|
|
|||
Balance as of September 30, 2015
|
|
$
|
0.1
|
|
|
$
|
392.3
|
|
|
$
|
392.4
|
|
Pension Fund
|
EIN / Pension Plan Number
|
|
Pension Protection Act Zone Status
|
|
FIP / RP Status Pending / Implemented
|
|
Contributions
(a)
|
|
Surcharge imposed?
|
|
Expiration CBA
|
||||||||||||
|
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
|
2013
|
|
|
|
|
||||||
U.S. Multiemployer plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pace Industry Union-Management Pension Fund
(b)
|
11-6166763 / 001
|
|
Red
|
|
Red
|
|
Implemented
|
|
$
|
3.3
|
|
|
$
|
3.5
|
|
|
$
|
3.9
|
|
|
Yes
|
|
9/30/15 to 6/1/2021
|
Other Funds
|
|
|
|
|
|
|
|
|
1.7
|
|
|
2.0
|
|
|
3.2
|
|
|
|
|
|
|||
Total Contributions:
|
|
|
|
|
|
|
|
|
$
|
5.0
|
|
|
$
|
5.5
|
|
|
$
|
7.1
|
|
|
|
|
|
(a)
|
Contributions represent the amounts contributed to the plan during the fiscal year.
|
(b)
|
Our contributions for fiscal 2014 and 2013 exceeded 5% of total plan contributions. Although the plan data for fiscal 2015 is not yet available, we would expect to continue to exceed 5% of total plan contributions.
|
Note 14.
|
Stockholders’ Equity
|
Note 15.
|
Share-Based Compensation
|
|
2015
|
|
2014
|
|
2013
|
|||
Expected term in years
|
3.9
|
|
|
6.9
|
|
|
5.8
|
|
Expected volatility
|
21.9
|
%
|
|
43.9
|
%
|
|
44.0
|
%
|
Risk-free interest rate
|
2.4
|
%
|
|
2.1
|
%
|
|
1.0
|
%
|
Dividend yield
|
1.3
|
%
|
|
1.4
|
%
|
|
1.4
|
%
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding at September 30, 2014
|
2,074,644
|
|
|
$
|
30.65
|
|
|
|
|
|
||
Granted
|
5,934,178
|
|
|
33.52
|
|
|
|
|
|
|||
Exercised
|
(789,151
|
)
|
|
28.60
|
|
|
|
|
|
|||
Expired
|
(4,567
|
)
|
|
48.58
|
|
|
|
|
|
|||
Forfeited
|
(25,450
|
)
|
|
44.20
|
|
|
|
|
|
|||
Outstanding at September 30, 2015
|
7,189,654
|
|
|
$
|
33.19
|
|
|
4.9
|
|
$
|
138.1
|
|
Exercisable at September 30, 2015
|
6,449,916
|
|
|
$
|
30.79
|
|
|
4.5
|
|
$
|
134.9
|
|
Vested and expected to vest at September 30, 2015
|
7,169,052
|
|
|
$
|
33.11
|
|
|
4.9
|
|
$
|
138.1
|
|
|
SARs
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding at September 30, 2014
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Granted
|
110,211
|
|
|
29.44
|
|
|
|
|
|
|||
Exercised
|
(23,654
|
)
|
|
31.05
|
|
|
|
|
|
|||
Expired
|
(138
|
)
|
|
35.04
|
|
|
|
|
|
|||
Outstanding at September 30, 2015
|
86,419
|
|
|
$
|
28.98
|
|
|
4.4
|
|
$
|
1.9
|
|
Exercisable at September 30, 2015
|
86,419
|
|
|
$
|
28.98
|
|
|
4.4
|
|
$
|
1.9
|
|
|
Shares/Units
|
|
Weighted
Average
Grant Date Fair
Value
|
|||
Unvested at September 30, 2014
|
1,745,360
|
|
|
$
|
40.39
|
|
Granted
|
2,375,188
|
|
|
52.58
|
|
|
Vested
|
(1,725,435
|
)
|
|
35.67
|
|
|
Forfeited
|
(67,882
|
)
|
|
47.15
|
|
|
Unvested at September 30, 2015
(1)
|
2,327,231
|
|
|
$
|
56.13
|
|
(1)
|
Target awards with a performance condition, net of subsequent forfeitures, granted may be increased up to
200%
of the target 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%
. Based on current facts and assumptions we are forecasting the performance of the grants to be attained at levels that would result in the issuance of approximately
0.8 million
additional shares. However, it is possible that the performance attained may vary.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Shares of restricted stock vested
|
1,725,435
|
|
|
530,668
|
|
|
759,686
|
|
|||
Aggregate fair value of restricted stock vested
|
$
|
110.4
|
|
|
$
|
28.8
|
|
|
$
|
26.6
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Shares of restricted stock granted to non-employee directors
(1)
|
15,255
|
|
|
21,500
|
|
|
23,850
|
|
Shares of restricted stock granted to employees:
|
|
|
|
|
|
|||
Shares granted for attainment of a performance condition at an amount in excess of target
(2)
|
801,810
|
|
|
51,218
|
|
|
240,586
|
|
Shares granted with a service condition and a Cash Flow Per Share performance condition at target
(3)
|
429,845
|
|
|
482,710
|
|
|
—
|
|
Shares granted with a service condition and a Cash Flow to Equity Ratio performance condition at target
(3)
|
—
|
|
|
—
|
|
|
628,240
|
|
Shares granted with a service condition
(4)
|
86,265
|
|
|
12,560
|
|
|
30,000
|
|
Shares granted with a service condition and a performance condition prorated upon the Combination
(5)
|
64,323
|
|
|
—
|
|
|
—
|
|
Share of restricted stock assumed upon the Combination:
|
|
|
|
|
|
|||
Shares granted with a service condition and a performance condition
(6) (7)
|
650,685
|
|
|
—
|
|
|
—
|
|
Shares granted with a service condition
(7)
|
327,005
|
|
|
—
|
|
|
—
|
|
Total restricted stock granted
|
2,375,188
|
|
|
567,988
|
|
|
922,676
|
|
(1)
|
Non-employee director grants generally vest over
one
year and are deemed issued on the grant date and have voting and dividend rights.
|
(2)
|
Shares granted in the table above include shares subsequently issued for the level of performance attained in excess of target. Shares issued in fiscal 2015 for the fiscal 2012 Cash Flow to Equity Ratio were at
200%
of target. Shares issued in fiscal 2015 also include shares accelerated for terminated employees as a result of the Combination which were achieved at between
146.5%
and
200%
of target. Shares issued in fiscal 2014 for the fiscal 2011 Cash Flow to Equity Ratio were at between
110.56%
and
115.29%
of target. Shares issued in fiscal 2013 for the fiscal 2010 Cash Flow to Equity Ratio were at
150%
of target.
|
(3)
|
These employee grants vest over approximately
three
years and have adjustable ranges from
0
-
200%
of target subject to the level of performance attained in the respective award agreement.
|
(4)
|
These shares vest over approximately
three
to
four
years.
|
(5)
|
As a result of the Combination, certain target awards granted to employees in fiscal 2015 were prorated with the employee receiving approximately
16.6%
of the target award in accordance with the terms in the award document prior to the application of the performance adjustment. The performance period applicable to each award ended upon consummation of the Combination, and the performance goals were determined in accordance with the applicable grant letter to be attained at
146.5%
of target.
|
(6)
|
The performance period applicable to each award ended upon consummation of the Combination, and the performance goals were determined in accordance with the applicable grant letter to be attained at between
100%
and
168%
of target.
|
(7)
|
These shares vest over approximately
one
to
three
years.
|
Note 16.
|
Related Party Transactions
|
Note 17.
|
Commitments and Contingencies
|
Note 18.
|
Special Purpose Entities
|
Note 19.
|
Segment Information
|
|
Years Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign net sales to unaffiliated customers
|
$
|
1,538.9
|
|
|
$
|
1,191.8
|
|
|
$
|
1,272.5
|
|
Foreign segment income
|
$
|
164.4
|
|
|
$
|
109.6
|
|
|
$
|
95.9
|
|
Foreign long-lived assets
|
$
|
1,382.2
|
|
|
$
|
379.6
|
|
|
$
|
444.6
|
|
Foreign operations as a percent of consolidated operations:
|
|
|
|
|
|
||||||
Foreign net sales to unaffiliated customers
|
13.5
|
%
|
|
12.0
|
%
|
|
13.3
|
%
|
|||
Foreign segment income
|
14.9
|
%
|
|
10.5
|
%
|
|
9.7
|
%
|
|||
Foreign long-lived assets
|
14.4
|
%
|
|
6.5
|
%
|
|
8.0
|
%
|
|
Years Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales (aggregate):
|
|
|
|
|
|
||||||
Corrugated Packaging
|
$
|
7,516.9
|
|
|
$
|
7,257.4
|
|
|
$
|
7,129.4
|
|
Consumer Packaging
|
3,740.1
|
|
|
2,818.5
|
|
|
2,560.6
|
|
|||
Specialty Chemicals
|
256.5
|
|
|
—
|
|
|
—
|
|
|||
Land and Development
|
45.0
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
11,558.5
|
|
|
$
|
10,075.9
|
|
|
$
|
9,690.0
|
|
Less net sales (intersegment):
|
|
|
|
|
|
||||||
Corrugated Packaging
|
$
|
130.6
|
|
|
$
|
148.5
|
|
|
$
|
115.1
|
|
Consumer Packaging
|
46.6
|
|
|
32.3
|
|
|
29.5
|
|
|||
Specialty Chemicals
|
—
|
|
|
—
|
|
|
—
|
|
|||
Land and Development
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
177.2
|
|
|
$
|
180.8
|
|
|
$
|
144.6
|
|
Net sales (unaffiliated customers):
|
|
|
|
|
|
||||||
Corrugated Packaging
|
$
|
7,386.3
|
|
|
$
|
7,108.9
|
|
|
$
|
7,014.3
|
|
Consumer Packaging
|
3,693.5
|
|
|
2,786.2
|
|
|
2,531.1
|
|
|||
Specialty Chemicals
|
256.5
|
|
|
—
|
|
|
—
|
|
|||
Land and Development
|
45.0
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
11,381.3
|
|
|
$
|
9,895.1
|
|
|
$
|
9,545.4
|
|
Segment income:
|
|
|
|
|
|
||||||
Corrugated Packaging
|
$
|
806.7
|
|
|
$
|
728.0
|
|
|
$
|
693.2
|
|
Consumer Packaging
|
267.0
|
|
|
311.4
|
|
|
295.7
|
|
|||
Specialty Chemicals
|
33.6
|
|
|
—
|
|
|
—
|
|
|||
Land and Development
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|||
Segment income
|
1,103.9
|
|
|
1,039.4
|
|
|
988.9
|
|
|||
Pension lump sum settlement and retiree medical curtailment, net
|
(11.5
|
)
|
|
(47.9
|
)
|
|
—
|
|
|||
Restructuring and other costs, net
|
(147.4
|
)
|
|
(55.6
|
)
|
|
(78.0
|
)
|
|||
Non-allocated expenses
|
(58.4
|
)
|
|
(72.7
|
)
|
|
(92.1
|
)
|
|||
Interest expense
|
(132.7
|
)
|
|
(95.3
|
)
|
|
(106.9
|
)
|
|||
Loss on extinguishment of debt
|
(2.6
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Interest income and other income (expense), net
|
11.0
|
|
|
2.4
|
|
|
(0.9
|
)
|
|||
Income before income taxes
|
$
|
762.3
|
|
|
$
|
770.3
|
|
|
$
|
710.7
|
|
|
Years Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Identifiable assets:
|
|
|
|
|
|
||||||
Corrugated Packaging
|
$
|
9,467.3
|
|
|
$
|
8,701.3
|
|
|
$
|
8,465.5
|
|
Consumer Packaging
|
10,175.7
|
|
|
1,980.2
|
|
|
1,814.3
|
|
|||
Specialty Chemicals
|
2,589.2
|
|
|
—
|
|
|
—
|
|
|||
Land and Development
|
545.5
|
|
|
—
|
|
|
—
|
|
|||
Assets held for sale
|
23.4
|
|
|
22.6
|
|
|
14.3
|
|
|||
Corporate
|
2,555.7
|
|
|
335.6
|
|
|
439.3
|
|
|||
Total
|
$
|
25,356.8
|
|
|
$
|
11,039.7
|
|
|
$
|
10,733.4
|
|
|
|
|
|
|
|
||||||
Goodwill:
|
|
|
|
|
|
||||||
Corrugated Packaging
|
$
|
1,667.5
|
|
|
$
|
1,525.4
|
|
|
$
|
1,499.9
|
|
Consumer Packaging
|
2,979.6
|
|
|
401.0
|
|
|
362.2
|
|
|||
Specialty Chemicals
|
1,047.4
|
|
|
—
|
|
|
—
|
|
|||
Land and Development
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
5,694.5
|
|
|
$
|
1,926.4
|
|
|
$
|
1,862.1
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Corrugated Packaging
|
$
|
496.6
|
|
|
$
|
464.0
|
|
|
$
|
439.4
|
|
Consumer Packaging
|
201.8
|
|
|
104.3
|
|
|
99.6
|
|
|||
Specialty Chemicals
|
22.0
|
|
|
—
|
|
|
—
|
|
|||
Land and Development
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
20.2
|
|
|
16.2
|
|
|
13.2
|
|
|||
Total
|
$
|
740.8
|
|
|
$
|
584.5
|
|
|
$
|
552.2
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Corrugated Packaging
|
$
|
378.4
|
|
|
$
|
410.6
|
|
|
$
|
317.4
|
|
Consumer Packaging
|
166.1
|
|
|
113.3
|
|
|
100.6
|
|
|||
Specialty Chemicals
|
28.6
|
|
|
—
|
|
|
—
|
|
|||
Land and Development
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
12.4
|
|
|
10.3
|
|
|
22.4
|
|
|||
Total
|
$
|
585.5
|
|
|
$
|
534.2
|
|
|
$
|
440.4
|
|
|
Corrugated Packaging
|
|
Consumer
Packaging
|
|
Specialty Chemicals
|
|
Land and Development
|
|
Total
|
||||||||||
Balance as of October 1, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
1,501.1
|
|
|
$
|
407.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,908.1
|
|
Accumulated impairment losses
|
—
|
|
|
(42.8
|
)
|
|
—
|
|
|
—
|
|
|
(42.8
|
)
|
|||||
|
1,501.1
|
|
|
364.2
|
|
|
—
|
|
|
—
|
|
|
1,865.3
|
|
|||||
Goodwill acquired
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|||||
Translation adjustment
|
(2.4
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|||||
Balance as of September 30, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
1,499.9
|
|
|
405.0
|
|
|
—
|
|
|
—
|
|
|
1,904.9
|
|
|||||
Accumulated impairment losses
|
—
|
|
|
(42.8
|
)
|
|
—
|
|
|
—
|
|
|
(42.8
|
)
|
|||||
|
1,499.9
|
|
|
362.2
|
|
|
—
|
|
|
—
|
|
|
1,862.1
|
|
|||||
Goodwill acquired
|
29.0
|
|
|
42.2
|
|
|
—
|
|
|
—
|
|
|
71.2
|
|
|||||
Translation adjustment
|
(3.5
|
)
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|||||
Balance as of September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
1,525.4
|
|
|
443.8
|
|
|
—
|
|
|
—
|
|
|
1,969.2
|
|
|||||
Accumulated impairment losses
|
—
|
|
|
(42.8
|
)
|
|
—
|
|
|
—
|
|
|
(42.8
|
)
|
|||||
|
1,525.4
|
|
|
401.0
|
|
|
—
|
|
|
—
|
|
|
1,926.4
|
|
|||||
Goodwill acquired
|
183.3
|
|
|
2,586.5
|
|
|
1,047.5
|
|
|
—
|
|
|
3,817.3
|
|
|||||
Purchase price allocation adjustments
|
2.4
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Translation adjustment
|
(43.6
|
)
|
|
(6.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(50.5
|
)
|
|||||
Balance as of September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
1,667.5
|
|
|
3,022.4
|
|
|
1,047.4
|
|
|
—
|
|
|
5,737.3
|
|
|||||
Accumulated impairment losses
|
—
|
|
|
(42.8
|
)
|
|
—
|
|
|
—
|
|
|
(42.8
|
)
|
|||||
|
$
|
1,667.5
|
|
|
$
|
2,979.6
|
|
|
$
|
1,047.4
|
|
|
$
|
—
|
|
|
$
|
5,694.5
|
|
Note 20.
|
Financial Results by Quarter (Unaudited)
|
Fiscal 2015
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
Net sales
|
$
|
2,514.2
|
|
|
$
|
2,455.6
|
|
|
$
|
2,538.9
|
|
|
$
|
3,872.6
|
|
Gross profit
|
469.5
|
|
|
457.1
|
|
|
526.3
|
|
|
757.9
|
|
||||
Pension lump sum settlement and retiree medical curtailment, net
|
11.9
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||
Restructuring and other costs, net
|
5.4
|
|
|
17.2
|
|
|
13.1
|
|
|
111.7
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
||||
Income before income taxes
|
187.6
|
|
|
166.2
|
|
|
246.2
|
|
|
162.3
|
|
||||
Consolidated net income
|
125.6
|
|
|
110.4
|
|
|
157.9
|
|
|
117.9
|
|
||||
Net income attributable to common stockholders
|
125.1
|
|
|
109.8
|
|
|
156.4
|
|
|
115.8
|
|
||||
Basic earnings per share attributable to common stockholders
|
0.89
|
|
|
0.78
|
|
|
1.11
|
|
|
0.45
|
|
||||
Diluted earnings per share attributable to common stockholders
|
0.88
|
|
|
0.77
|
|
|
1.10
|
|
|
0.44
|
|
Fiscal 2014
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
Net sales
|
$
|
2,362.6
|
|
|
$
|
2,393.6
|
|
|
$
|
2,530.9
|
|
|
$
|
2,608.0
|
|
Gross profit
|
447.8
|
|
|
427.2
|
|
|
489.6
|
|
|
569.0
|
|
||||
Pension lump sum settlement and retiree medical curtailment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
47.9
|
|
||||
Restructuring and other costs, net
|
17.6
|
|
|
14.2
|
|
|
13.3
|
|
|
10.5
|
|
||||
Income before income taxes
|
172.3
|
|
|
145.6
|
|
|
211.3
|
|
|
241.1
|
|
||||
Consolidated net income
|
110.6
|
|
|
83.5
|
|
|
134.4
|
|
|
155.3
|
|
||||
Net income attributable to common stockholders
|
109.7
|
|
|
82.8
|
|
|
133.3
|
|
|
153.9
|
|
||||
Basic earnings per share attributable to common stockholders
|
0.76
|
|
|
0.58
|
|
|
0.93
|
|
|
1.08
|
|
||||
Diluted earnings per share attributable to common stockholders
|
0.75
|
|
|
0.57
|
|
|
0.91
|
|
|
1.06
|
|
Note 21.
|
Subsequent Events (Unaudited)
|
S
TEVEN
C. V
OORHEES
,
|
Chief Executive Officer and President
|
|
W
ARD
H. D
ICKSON
,
|
Executive Vice President and Chief Financial Officer
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
•
|
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and
|
•
|
that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our CEO and our CFO, as appropriate to allow timely decisions regarding required disclosure.
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
Page
Reference
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
WESTROCK COMPANY
|
|
|
|
|
|
|
Dated:
|
November 25, 2015
|
|
By:
|
/s/ STEVEN C. VOORHEES
|
|
|
|
|
Steven C. Voorhees
|
|
|
|
|
Chief Executive Officer and President
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ STEVEN C. VOORHEES
|
|
Chief Executive Officer and President (Principal Executive Officer)
|
|
November 25, 2015
|
Steven C. Voorhees
|
|
|
|
|
|
|
|
|
|
/s/ WARD H. DICKSON
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
November 25, 2015
|
Ward H. Dickson
|
|
|
|
|
|
|
|
|
|
/s/ A. STEPHEN MEADOWS
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
November 25, 2015
|
A. Stephen Meadows
|
|
|
|
|
|
|
|
|
|
/s/ JOHN A. LUKE, JR.
|
|
Director, Non-Executive Chairman of the Board
|
|
November 25, 2015
|
John A. Luke, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ TIMOTHY J. BERNLOHR
|
|
Director
|
|
November 25, 2015
|
Timothy J. Bernlohr
|
|
|
|
|
|
|
|
|
|
/s/ J. POWELL BROWN
|
|
Director
|
|
November 25, 2015
|
J. Powell Brown
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL E. CAMPBELL
|
|
Director
|
|
November 25, 2015
|
Michael E. Campbell
|
|
|
|
|
|
|
|
|
|
/s/ TERRELL K. CREWS
|
|
Director
|
|
November 25, 2015
|
Terrell K. Crews
|
|
|
|
|
|
|
|
|
|
/s/ RUSSELL M. CURREY
|
|
Director
|
|
November 25, 2015
|
Russell M. Currey
|
|
|
|
|
|
|
|
|
|
/s/ G. STEPHEN FELKER
|
|
Director
|
|
November 25, 2015
|
G. Stephen Felker
|
|
|
|
|
|
|
|
|
|
/s/ LAWRENCE L. GELLERSTEDT, III
|
|
Director
|
|
November 25, 2015
|
Lawrence L. Gellerstedt, III
|
|
|
|
|
|
|
|
|
|
/s/ GRACIA C. MARTORE
|
|
Director
|
|
November 25, 2015
|
Gracia C. Martore
|
|
|
|
|
|
|
|
|
|
/s/ JAMES E. NEVELS
|
|
Director
|
|
November 25, 2015
|
James E. Nevels
|
|
|
|
|
|
|
|
|
|
/s/ TIMOTHY H. POWERS
|
|
Director
|
|
November 25, 2015
|
Timothy H. Powers
|
|
|
|
|
|
|
|
|
|
/s/ BETTINA M. WHYTE
|
|
Director
|
|
November 25, 2015
|
Bettina M. Whyte
|
|
|
|
|
|
|
|
|
|
/s/ ALAN D. WILSON
|
|
Director
|
|
November 25, 2015
|
Alan D. Wilson
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
2.1
|
—
|
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).
|
|
|
|
2.2
|
—
|
Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015, by and among WestRock Company, MeadWestvaco Corporation, Rock-Tenn Company, Milan Merger Sub, LLC and Rome Merger Sub, Inc. (incorporated by reference to Annex A of WestRock’s Registration Statement on Form S-4 initially filed with the SEC on March 10, 2015 and as amended on April 20, 2015, May 6, 2015 and May 18, 2015, File No. 333-202643).†
|
|
|
|
2.3
|
—
|
First Amendment to the Second Amended and Restated Business Combination Agreement, dated as of May 5, 2015, by and among WestRock Company, MeadWestvaco Corporation, Rock-Tenn Company, Milan Merger Sub, LLC and Rome Merger Sub, Inc. (incorporated by reference to Exhibit 2.2 of WestRock’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).†
|
|
|
|
3.1
|
—
|
Amended and Restated Certificate of Incorporation of WestRock Company (incorporated by reference to Exhibit 3.1 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
3.2
|
—
|
Amended and Restated Bylaws of WestRock Company (incorporated by reference to Exhibit 3.2 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
4.1(a)
|
—
|
Form of Indenture, dated as of July 15, 1982, between The Mead Corporation and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (incorporated by reference to Exhibit 4.viv of MWV’s Annual Report on Form 10-K for the Transition Period ended December 31, 2001).
|
|
|
|
4.1(b)
|
—
|
First Supplemental Indenture, dated as of March 1, 1987, to the Indenture dated as of July 15, 1982, between The Mead Corporation and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (incorporated by reference to Exhibit 4.viv of MWV’s Annual Report on Form 10-K for the Transition Period ended December 31, 2001).
|
|
|
|
4.1(c)
|
—
|
Second Supplemental Indenture, dated as of October 15, 1989, to the Indenture dated as of July 15, 1982, between The Mead Corporation and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (incorporated by reference to Exhibit 4.viv of MWV’s Annual Report on Form 10-K for the Transition Period ended December 31, 2001).
|
|
|
|
4.1(d)
|
—
|
Third Supplemental Indenture, dated as of November 15, 1991, to the Indenture dated as of July 15, 1982, between The Mead Corporation and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (incorporated by reference to Exhibit 4.viv of MWV’s Annual Report on Form 10-K for the Transition Period ended December 31, 2001).
|
|
|
|
4.1(e)
|
—
|
Fourth Supplemental Indenture, dated as of January 31, 2002, to the Indenture dated as of July 15, 1982, between The Mead Corporation, WestRock MWV, LLC (formerly MeadWestvaco Corporation), Westvaco Corporation and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (incorporated by reference to Exhibit 4.2 of MWV’s Current Report on Form 8-K filed on February 1, 2002).
|
|
|
|
4.1(f)
|
—
|
Fifth Supplemental Indenture, dated as of December 31, 2002, to the Indenture dated as of July 15, 1982, between MW Custom Papers, Inc. and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.2 of MWV’s Current Report on Form 8-K filed on January 7, 2003).
|
|
|
|
4.1(g)
|
—
|
Sixth Supplemental Indenture, dated as of December 31, 2002, to the Indenture dated as of July 15, 1982, between WestRock MWV, LLC (formerly MeadWestvaco Corporation) and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.3 of MWV’s Current Report on Form 8-K filed on January 7, 2003).
|
|
|
|
4.1(h)
|
—
|
Seventh Supplemental Indenture, dated as of July 1, 2015, to the Indenture dated as of July 15, 1982, between WestRock MWV, LLC (formerly MeadWestvaco Corporation) and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.3 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
4.2(a)
|
—
|
Form of Indenture, dated as of March 1, 1983, between Westvaco Corporation and The Bank of New York (formerly Irving Trust Company), as Trustee (incorporated by reference to Exhibit 2 of Westvaco Corporation’s Registration Statement on Form 8-A filed on January 24, 1984).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
4.2(b)
|
—
|
First Supplemental Indenture, dated as of January 31, 2002, to the Indenture dated as of March 1, 1983, by and among Westvaco Corporation, WestRock MWV, LLC (formerly MeadWestvaco Corporation), The Mead Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of MWV’s Current Report on Form 8-K filed on February 1, 2002).
|
|
|
|
4.2(c)
|
—
|
Second Supplemental Indenture, dated as of December 31, 2002, to the Indenture dated as of March 1, 1983, between WestRock MWV, LLC (formerly MeadWestvaco Corporation) and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of MWV’s Current Report on Form 8-K filed on January 7, 2003).
|
|
|
|
4.2(d)
|
—
|
Third Supplemental Indenture, dated as of July 1, 2015, to the Indenture dated as of March 1, 1983, between WestRock MWV, LLC (formerly MeadWestvaco Corporation) and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
4.3(a)
|
—
|
Indenture, dated as of February 1, 1993, between The Mead Corporation and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.vv of MWV’s Annual Report on Form 10-K for the Transition Period ended December 31, 2001).
|
|
|
|
4.3(b)
|
—
|
First Supplemental Indenture, dated as of January 31, 2002, to the Indenture dated as of February 1, 1993, between The Mead Corporation, WestRock MWV, LLC (formerly MeadWestvaco Corporation), Westvaco Corporation and Bank One Trust Company, NA, as Trustee (incorporated by reference to Exhibit 4.3 of MWV’s Current Report on Form 8-K filed on February 1, 2002).
|
|
|
|
4.3(c)
|
—
|
Second Supplemental Indenture, dated as of December 31, 2002, to the Indenture dated as of February 1, 1993, between MW Custom Papers, Inc. and Bank One Trust Company, NA, as Trustee (incorporated by reference to Exhibit 4.4 of MWV’s Current Report on Form 8-K filed on January 7, 2003).
|
|
|
|
4.3(d)
|
—
|
Third Supplemental Indenture, dated as of December 31, 2002, to the Indenture dated as of February 1, 1993, between WestRock MWV, LLC (formerly MeadWestvaco Corporation) and Bank One Trust Company, NA, as Trustee (incorporated by reference to Exhibit 4.5 of MWV’s Current Report on Form 8-K filed on January 7, 2003).
|
|
|
|
4.3(e)
|
—
|
Fourth Supplemental Indenture, dated as of July 1, 2015, to the Indenture dated as of February 1, 1993, between WestRock MWV, LLC (formerly MeadWestvaco Corporation) and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.5 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
4.4(a)
|
—
|
Indenture, dated as of April 2, 2002, by and among WestRock MWV, LLC (formerly MeadWestvaco Corporation), Westvaco Corporation, The Mead Corporation and The Bank of New York, as Trustee, (incorporated by reference to Exhibit 4(a) of MWV’s Current Report on Form 8-K filed on April 2, 2002).
|
|
|
|
4.4(b)
|
—
|
First Supplemental Indenture, dated as of July 1, 2015, to the Indenture dated as of April 2, 2002, between WestRock MWV, LLC (formerly MeadWestvaco Corporation) and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.6 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
4.5(a)
|
—
|
Indenture, dated as of March 5, 2008, by and among Rock-Tenn Company, the guarantors party thereto and HSBC Bank USA, National Association as Trustee (incorporated by reference to Exhibit 4.1 of RockTenn's Current Report on Form 8-K filed on March 11, 2008).
|
|
|
|
4.5(b)
|
—
|
Supplemental Indenture, dated as of March 16, 2009, to the Indenture dated as of March 5, 2008, by and among Solvay Paperboard LLC, Rock-Tenn Company and HSBC Bank USA, National Association as Trustee (incorporated by reference to Exhibit 4.2 of RockTenn’s Current Report on Form 8-K filed on May 29, 2009).
|
|
|
|
4.5(c)
|
—
|
Second Supplemental Indenture, dated as of May 29, 2009, to the Indenture dated as of March 5, 2008, by and among Rock-Tenn Company, the guarantors party thereto and HSBC Bank USA, National Association as Trustee (incorporated by reference to Exhibit 4.3 of RockTenn’s Current Report on Form 8-K filed on May 29, 2009).
|
|
|
|
4.6(a)
|
—
|
Indenture, dated as of February 22, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and HSBC Bank USA, National Association, as Trustee (incorporated by reference to Exhibit 4.18 of RockTenn’s Registration Statement on Form S-4 filed on February 8, 2013, File No. 333-186552).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
4.6(b)
|
—
|
Registration Rights Agreement, dated as of February 22, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several Initial Purchasers (incorporated by reference to Exhibit 4.20 of RockTenn’s Registration Statement on Form S-4 filed on February 8, 2013, File No. 333-186552).
|
|
|
|
4.6(c)
|
—
|
First Supplemental Indenture, dated as of November 7, 2013, to the Indenture dated as of February 22, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and HSBC Bank USA, National Association, as Trustee.
|
|
|
|
4.6(d)
|
—
|
Second Supplemental Indenture, dated as of February 21, 2014, to the Indenture dated as of February 22, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and HSBC Bank USA, National Association, as Trustee.
|
|
|
|
4.6(e)
|
—
|
Third Supplemental Indenture, dated as of July 1, 2015, to the Indenture dated as of February 22, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and HSBC Bank USA, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
4.7(a)
|
—
|
Indenture, dated as of September 11, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of RockTenn's Current Report on Form 8-K filed on October 2, 2012).
|
|
|
|
4.7(b)
|
—
|
Registration Rights Agreement, dated as of September 11, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the several Initial Purchasers (incorporated by reference to Exhibit 4.2 of RockTenn's Current Report on Form 8-K filed on October 2, 2012).
|
|
|
|
4.7(c)
|
—
|
First Supplemental Indenture, dated as of November 7, 2013, to the Indenture dated as of September 11, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as Trustee.
|
|
|
|
4.7(d)
|
—
|
Second Supplemental Indenture, dated as of February 21, 2014, to the Indenture dated as of September 11, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as Trustee.
|
|
|
|
4.7(e)
|
—
|
Third Supplemental Indenture, dated as of July 1, 2015, to the Indenture dated as of September 11, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
*10.1(a)
|
—
|
The Mead Corporation 1996 Stock Option Plan, as amended through June 24, 1999 and amended February 22, 2001 (incorporated by reference to Exhibit 10.3 of The Mead Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 4, 1999 and Appendix 2 of The Mead Corporation’s Definitive Proxy Statement for the 2001 Annual Meeting of Shareholders filed with the SEC on March 9, 2001, respectively).
|
|
|
|
*10.1(b)
|
—
|
Amendment to The Mead Corporation 1996 Stock Option Plan, effective April 23, 2002 (incorporated by reference to Exhibit 10.3 of MWV’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
|
|
|
|
*10.1(c)
|
—
|
Amendment to The Mead Corporation 1996 Stock Option Plan, effective January 23, 2007 (incorporated by reference to Exhibit 10.4 of MWV’s Annual Report on Form 10-K for the year ended December 31, 2007).
|
|
|
|
*10.2(a)
|
—
|
Rock-Tenn Company Annual Executive Bonus Program (incorporated by reference to Appendix A of RockTenn’s Definitive Proxy Statement for the 2002 Annual Meeting of Shareholders filed with the SEC on December 19, 2001).
|
|
|
|
*10.2(b)
|
—
|
Amendment Number 1 to Rock-Tenn Company Annual Executive Bonus Program (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008).
|
|
|
|
*10.3
|
—
|
Rock-Tenn Company Supplemental Retirement Savings Plan, effective as of May 15, 2003 (incorporated by reference to Exhibit 4.1 of RockTenn’s Registration Statement on Form S-8 filed on April 30, 2003, File No. 333-104870).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
*10.4(a)
|
—
|
Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 of RockTenn’s Current Report on Form 8-K filed on February 3, 2005).
|
|
|
|
*10.4(b)
|
—
|
Amendment Number One to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
|
|
|
|
*10.4(c)
|
—
|
Amendment Number 2 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.5 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).
|
|
|
|
*10.4(d)
|
—
|
Amendment Number 3 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
|
|
|
|
*10.4(e)
|
—
|
Amendment Number 4 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
|
|
|
*10.4(f)
|
—
|
Amendment Number 5 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
|
|
|
*10.5
|
—
|
MeadWestvaco Corporation 2005 Performance Incentive Plan effective April 22, 2005 and as amended February 26, 2007, January 1, 2009, February 28, 2011 and February 25, 2013 (incorporated by reference to Exhibit 10.1 of MWV’s Current Report on Form 8-K filed on April 25, 2013).
|
|
|
|
*10.6(a)
|
—
|
Amended and Restated Rock-Tenn Company Supplemental Retirement Savings Plan, effective as of January 1, 2006 (incorporated by reference to Exhibit 10.4 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005).
|
|
|
|
*10.6(b)
|
—
|
Second Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan, effective as of November 16, 2007 (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).
|
|
|
|
*10.6(c)
|
—
|
First Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan, effective as of October 1, 2011 (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
*10.7(a)
|
—
|
MeadWestvaco Corporation Deferred Income Plan Restatement, effective January 1, 2007 (incorporated by reference to Exhibit 10.25 of MWV’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
|
|
*10.7(b)
|
—
|
First Amendment to the MeadWestvaco Corporation Deferred Income Plan (2007 Restatement) effective September 1, 2013.
|
|
|
|
*10.7(c)
|
—
|
Second Amendment to the MeadWestvaco Corporation Deferred Income Plan (2007 Restatement) effective January 1, 2015.
|
|
|
|
*10.7(d)
|
—
|
Third Amendment to the MeadWestvaco Corporation Deferred Income Plan (2007 Restatement) effective July 1, 2015.
|
|
|
|
*10.8
|
—
|
MeadWestvaco Corporation Executive Retirement Plan, as amended and restated effective January 1, 2009 except as otherwise provided (incorporated by reference to Exhibit 10.24 of MWV’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
|
|
*10.9
|
—
|
MeadWestvaco Corporation Retirement Restoration Plan, effective January 1, 2009, except as otherwise provided (incorporated by reference to Exhibit 10.26 of MWV’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
|
|
*10.10
|
—
|
Stock Option Awards in 2009 - Terms and Conditions (incorporated by reference to Exhibit 10.3 of MWV’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
|
|
|
|
*10.11
|
—
|
Service Based Restricted Stock Unit Awards in 2009 - Terms and Conditions (incorporated by reference to Exhibit 10.4 of MWV’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
|
|
|
|
*10.12
|
—
|
Rock-Tenn Company Supplemental Executive Retirement Plan Amended and Restated effective as of October 27, 2011(incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
*10.13
|
—
|
Amended and Restated Rock-Tenn Company 2004 Incentive Stock Plan effective as of January 27, 2012 (incorporated by reference to Exhibit 10.1 of the RockTenn’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
*10.14
|
—
|
Stock Option Awards (for 2012) (incorporated by reference to Exhibit 10.43 of MWV’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
|
|
|
|
*10.15
|
—
|
Summary of MeadWestvaco Corporation 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.46 of MWV’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
10.16
|
—
|
Master Purchase and Sale Agreement, dated October 28, 2013, by and among MeadWestvaco Corporation, MWV Community Development and Land Management, LLC and MWV Community Development, Inc., as sellers, and Plum Creek Timberlands, L.P., Plum Creek Marketing, Inc., Plum Creek Land Company and Highland Mineral Resources, LLC, as purchasers, and Plum Creek Timber Company, Inc. (incorporated by reference to Exhibit 2.1 of MWV’s Current Report on Form 8-K filed on October 29, 2013).
|
|
|
|
*10.17
|
—
|
Summary of MeadWestvaco Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.51 of MWV’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
|
|
|
*10.18
|
—
|
Amendments to Grants under the MeadWestvaco Corporation 2005 Performance Incentive Plan Amended and Restated Effective February 25, 2013 (2005 Performance Incentive Plan), effective January 27, 2014 (incorporated by reference to Exhibit 10.47 of MWV’s Annual Report on Form 10-K for the year ended December 31, 2013).
|
|
|
|
*10.19
|
—
|
Employment Agreement between MeadWestvaco Corporation and Robert K. Beckler, dated March 3, 2014 (incorporated by reference to Exhibit 10.1 of MWV’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
|
|
|
|
10.20(a)
|
—
|
Fifth Amended and Restated Receivables Sale Agreement, dated September 15, 2014, among Rock-Tenn Company, as Parent, Rock-Tenn Company of Texas, Rock-Tenn Converting Company, Rock-Tenn Mill Company, LLC, RockTenn - Southern Container, LLC, PCPC, Inc., Waldorf Corporation, RockTenn CP, LLC, and RockTenn - Solvay, LLC, as Originators and Rock-Tenn Financial, Inc., as Buyer (incorporated by reference to Exhibit 10.39 of RockTenn’s Annual Report on Form 10-K for the year ended September 30, 2014).
|
|
|
|
10.20(b)
|
—
|
First Amendment, dated June 29, 2015, to the Fifth Amended and Restated Receivables Sale Agreement, dated September 15, 2014, among Rock-Tenn Company, as Parent, Rock-Tenn Company of Texas, Rock-Tenn Converting Company, Rock-Tenn Mill Company, LLC, RockTenn - Southern Container, LLC, PCPC, Inc., Waldorf Corporation, RockTenn CP, LLC, and RockTenn - Solvay, LLC, as Originators and Rock-Tenn Financial, Inc., as Buyer.
|
|
|
|
10.20(c)
|
—
|
Omnibus Amendment No. 1, dated as of September 1, by and among WestRock Company, WestRock RKT Company, as successor-in-interest to Rock-Tenn Company, the Original Parent, WestRock Company of Texas, as successor-in-interest to Rock-Tenn Company of Texas, WestRock Converting Company, as successor-in-interest to Rock-Tenn Converting Company, WestRock Mill Company, LLC, as-successor-in-interest to Rock-Tenn Mill Company, LLC, WestRock - Southern Container, LLC, as successor-in-interest to RockTenn - Southern Container, LLC, WestRock California, Inc., as successor-in-interest to PCPC, Inc, WestRock Minnesota Corporation, as successor-in-interest to Waldorf Corporation, WestRock CP, LLC, as successor-in-interest to RockTenn CP, LLC and WestRock - Solvay, LLC, as successor-in-interest to RockTenn - Solvay, LLC and together with the Original Parent, WestRock TX, WestRock Converting, WestRock Mill, WestRock Container, WestRock California, WestRock Minnesota and WestRock CP, as the Transferors, WestRock Financial, Inc., as successor-in-interest to Rock-Tenn Financial, Inc., as,WestRock Converting, as initial servicer, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, in its capacity as administrative agent for the Lenders thereunder and the committed lenders party.
|
|
|
|
*10.21
|
—
|
Employment Agreement by and among RockTenn-Southern Container, LLC (successor-in-interest to Southern Container Corp.), Rock-Tenn Services Inc., and James B. Porter III, dated as of December 22, 2014, and effective as of January 1, 2015 (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ending December 31, 2014).
|
|
|
|
*10.22
|
—
|
Summary of MeadWestvaco Corporation 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.51 of MWV’s quarterly report on Form 10-Q for the period ended March 31, 2015).
|
|
|
|
*10.23
|
—
|
Summary of MeadWestvaco Corporation 2015 Annual Incentive Plan (incorporated by reference to Exhibit 10.50 to MWV’s quarterly report on Form 10-Q for the period ended March 31, 2015).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
10.24
|
—
|
Seventh Amended and Restated Credit and Security Agreement, dated as of June 29, 2015 among Rock-Tenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as Servicer, the Lenders and Co-Agents from time to time party thereto, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and as Funding Agent (incorporated by reference to Exhibit 10.1 of WestRock’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
|
|
|
|
*10.25
|
—
|
Letter Agreement between MeadWestvaco Corporation, Rock-Tenn Company and John A. Luke, Jr., dated June 30, 2015
|
|
|
|
*10.26
|
—
|
Letter Agreement between MeadWestvaco Corporation, Rock-Tenn Company and Robert K. Beckler, dated June 30, 2015
|
|
|
|
10.27
|
—
|
Credit Agreement, dated as of July 1, 2015, among the Company, Rock-Tenn Company of Canada Holdings Corp./Compagnie de Holdings RockTenn du Canada Corp., certain subsidiaries of the Company from time to time party thereto as subsidiary borrowers, certain subsidiaries of the Company from time to time party thereto as guarantors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and multicurrency agent (incorporated by reference to Exhibit 10.1 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
10.28
|
—
|
Credit Agreement, dated as of July 1, 2015, among RockTenn CP, LLC, Rock-Tenn Converting Company and MeadWestvaco Virginia Corporation, as borrowers, as the guarantors from time to time party thereto, the lenders from time to time party thereto and CoBank, ACB, as administrative agent (incorporated by reference to Exhibit 10.2 of WestRock’s Current Report on Form 8-K filed on July 2, 2015).
|
|
|
|
10.29
|
—
|
Fifth Amended and Restated Performance Undertaking, dated as of September 1, 2015, executed by Westrock RKT Company, as successor-in-interest to Rock-Tenn Company, and Westrock Company
|
|
|
|
21
|
—
|
Subsidiaries of the Registrant.
|
|
|
|
23
|
—
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
|
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 and President of WestRock Company.
|
|
|
|
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 WestRock Company.
|
|
|
|
101.INS
|
—
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
—
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL
|
—
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF
|
—
|
XBRL Taxonomy Definition Label Linkbase.
|
|
|
|
101.LAB
|
—
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101.PRE
|
—
|
XBRL Taxonomy Extension Presentation Linkbase.
|
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 and President of WestRock Company, and by Ward H. Dickson, Executive Vice President and Chief Financial Officer of WestRock Company.
|
*
|
Management contract or compensatory plan or arrangement.
|
ROCK-TENN COMPANY,
|
|
by
|
|
|
/s/ Steven C. Voorhees
|
|
|
ROCK-TENN XLS II, LLC,
the New Guarantor
|
|
by
|
|
|
/s/ Steven C. Voorhees
|
|
|
HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
|
|
by
|
|
|
/s/ Herawattee Alli
|
|
|
ROCK-TENN COMPANY,
|
|
by
|
|
|
/s/ Ward H. Dickson
|
|
Name: Ward H. Dickson
|
|
Title: EVP & CFO
|
NATIONAL PRINT GROUP, INC.
NATIONAL POSTERS, INC.
PRINT SALES & MARKETING CO.
ROCKTENN RETAIL SOLUTIONS COMPANY,
|
|
by
|
|
|
/s/ Ward H. Dickson
|
|
Name: Ward H. Dickson
|
|
Title: EVP & CFO
|
NATIONAL LAS VEGAS, LLC,
|
|
by: National Posters, Inc.
|
|
|
|
by
|
|
|
/s/ Ward H. Dickson
|
|
Name: Ward H. Dickson
|
|
Title: EVP & CFO
|
HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
|
|
by
|
|
|
/s/ Herawattee Alli
|
|
Name: Herawattee Alli
|
|
Title: Vice President
|
ROCK-TENN COMPANY,
|
|
by
|
|
|
/s/ Steven C. Voorhees
|
|
|
ROCK-TENN XLS II, LLC,
the New Guarantor
|
|
by
|
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/s/ Steven C. Voorhees
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
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by
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/s/ Teresa Petta
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ROCK-TENN COMPANY,
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by
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/s/ Ward H. Dickson
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Name: Ward H. Dickson
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Title: EVP & CFO
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NATIONAL PRINT GROUP, INC.
NATIONAL POSTERS, INC.
PRINT SALES & MARKETING CO.
ROCKTENN RETAIL SOLUTIONS COMPANY,
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by
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/s/ Ward H. Dickson
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Name: Ward H. Dickson
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Title: EVP & CFO
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NATIONAL LAS VEGAS, LLC,
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by: National Posters, Inc.
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by
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/s/ Ward H. Dickson
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Name: Ward H. Dickson
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Title: EVP & CFO
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
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by
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/s/ R. Tamas
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Name: R. Tamas
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Title: Vice President
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WESTROCK COMPANY
SIGNIFICANT SUBSIDIARIES OF WESTROCK COMPANY
as of September 30, 2015
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Name
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State or Jurisdiction of Incorporation
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MeadWestvaco Holdings B.V.
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The Netherlands
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MeadWestvaco Virginia Corporation
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Delaware
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MWV International Holdings S.a.r.l.
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Luxembourg
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MWV Luxembourg, S.a.r.l.
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Luxembourg
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Stone Global Inc.
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Delaware
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WestRock - Solvay, LLC
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Delaware
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WestRock - Southern Container, LLC
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Delaware
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WestRock California lnc.
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California
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WestRock Canada Holdings Inc.
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Georgia
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WestRock Company of Canada Holdings Corp.
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Nova Scotia, Canada
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WestRock Company of Canada Inc.
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Quebec, Canada
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WestRock Converting Company
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Georgia
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WestRock CP, LLC
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Delaware
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WestRock MWV, LLC
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Delaware
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WestRock RKT Company
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Georgia
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WestRock Shared Services, LLC
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Georgia
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ROCK-TENN COMPANY
504 Thrasher Street
Norcross, Georgia
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MEADWESTVACO CORPORATION
501 South 5th Street
Richmond, Virginia 23219-0501
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Grant ID
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Grant Date
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Grant Type
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Granted
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Grant Price
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Vested
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Unvested
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Outstanding
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Treatment Upon Termination
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NON-QUALIFIED STOCK OPTIONS
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||
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All outstanding stock options will be converted to WestRock options upon closing of the merger transaction with an adjustment to both the number of options (1 MWV = 0.78 WRK) and the grant price (divided by 0.78) which preserves the intrinsic value of the award.
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||||||||||||||
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2813313
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2/23/2015
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NQ
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99,700
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$54.76
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|
0
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99,700
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|
99,700
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Unvested stock options accelerate and vest upon retirement/termination. The right to exercise vested options expires February 23, 2025.
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2632079
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2/24/2014
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NQ
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146,340
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$35.89
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48,780
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97,560
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146,340
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Unvested stock options accelerate and vest upon retirement/termination. The right to exercise vested options expires February 24, 2024.
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ADJ0002445888
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2/25/2013
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NQ
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164,866
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$33.57
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109,911
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54,955
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164,866
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Unvested stock options accelerate and vest upon retirement/termination. The right to exercise vested options expires February 25, 2023.
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ADJ0002287784
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6/25/2012
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NQ
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299,033
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$27.33
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199,355
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99,678
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299,033
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Prior to the merger, unvested stock options will vest on June 25, 2015. The right to exercise vested options expires June 25, 2022.
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ADJ21246
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2/28/2011
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NQ
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216,013
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$25.44
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216,013
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0
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216,013
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The right to exercise vested options expires February 28, 2021.
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ADJ020938
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2/22/2010
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NQ
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17,315
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$20.65
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17,315
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0
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17,315
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The right to exercise vested options expires February 22, 2020.
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ADJ020937
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2/22/2010
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NQ
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303,791
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$20.65
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303,791
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0
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303,791
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The right to exercise vested options expires February 22, 2020.
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ADJ018878
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2/23/2009
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NQ
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885,538
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$7.87
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885,538
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0
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885,538
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The right to exercise vested options expires February 23, 2019.
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ADJ015000
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2/25/2008
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NQ
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273,973
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$23.57
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273,973
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0
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273,973
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The right to exercise vested options expires February 25, 2018.
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ADJ017952
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2/26/2007
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NQ
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215,378
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$27.83
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215,378
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0
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215,378
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The right to exercise vested options expires February 26, 2017.
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ADJ013302
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2/27/2006
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NQ
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221,981
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$24.41
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221,981
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0
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221,981
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The right to exercise vested options expires February 27, 2016.
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2,843,928
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2,492,035
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351,893
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2,843,928
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ROCK-TENN COMPANY
504 Thrasher Street
Norcross, Georgia
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MEADWESTVACO CORPORATION
501 South 5th Street
Richmond, Virginia 23219-0501
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Address:
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504 Thrasher Street
Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642 |
(a)
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The Agreements are hereby amended by deleting “RockTenn – Solvay, LLC” in each place where it appears and replacing such name with “WestRock – Solvay, LLC.”
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(b)
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The Agreements are hereby amended by deleting “RockTenn – Southern Container, LLC” in each place where it appears and replacing such name with “WestRock – Southern Container, LLC.”
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(c)
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The Agreements are hereby amended by deleting “Rock-Tenn Company” in each place where it appears and replacing such name with “WestRock RKT Company.”
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(d)
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The Agreements are hereby amended by deleting “Rock-Tenn Company of Texas” in each place where it appears and replacing such name with “WestRock Company of Texas.”
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(e)
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The Agreements are hereby amended by deleting “Rock-Tenn Converting Company” in each place where it appears and replacing such name with “WestRock Converting Company.”
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(f)
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The Agreements are hereby amended by deleting “RockTenn CP, LLC” in each place where it appears and replacing such name with “WestRock CP, LLC.”
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(g)
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The Agreements are hereby amended by deleting “Rock-Tenn Financial, Inc.” in each place where it appears and replacing such name with “WestRock Financial, Inc.”
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(h)
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The Agreements are hereby amended by deleting “Rock-Tenn Mill Company, LLC” in each place where it appears and replacing such name with “WestRock Mill Company, LLC”
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(i)
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The Agreements are hereby amended by deleting “PCPC, Inc.” in each place where it appears and replacing such name with “WestRock California, Inc.”
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(j)
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The Agreements are hereby amended by deleting “Waldorf Corporation” in each place where it appears and replacing such name with “WestRock Minnesota Corporation.”
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(k)
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For all purposes under the Agreements, the terms “Performance Guarantor” and/or “Parent” shall be deemed to mean Original Parent and WestRock, collectively, in each place where either such term appears in the Agreements. For purposes of all provisions in the Agreements making reference to the minimum ratings of the Parent or the Performance Guarantor, such provision shall be deemed to refer only to the ratings of WestRock.
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1.
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Section 1.02(a) is amended by restating subsection (a) in its entirety as follows:
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1.02
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PURPOSES OF THE PLAN
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(a)
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The purpose of the Plan is to enable participants to defer voluntarily the receipt of certain amounts, including compensation not otherwise eligible for deferral under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-Bargained Employees (the “Qualified Plan”). Prior to January 1, 2015, the Plan authorized the Administrative Committee on behalf of the Plan to provide matching credits on certain deferrals to restore certain benefits that could not be provided under the Qualified Plan. Effective as of January 1, 2015, this feature is being eliminated and no additional matching credits on any deferrals of any kind may be made under the terms of this Plan.
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2.
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Section 4.02 is amended by deleting such section in its entirety, and by substituting the language below to read as follows:
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4.02
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EMPLOYER NON-QUALIFIED MATCHING CREDITS
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3.
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Section 5.01 is amended by deleting subsection 5.01(d) from Section 5.01 entirely.
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Associate General Counsel
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Senior Vice President, General Counsel and Secretary
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1.
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I have reviewed this Annual Report on Form 10-K of WestRock Company;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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November 25, 2015
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/s/ Steven C. Voorhees
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Steven C. Voorhees
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Chief Executive Officer and President
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1.
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I have reviewed this Annual Report on Form 10-K of WestRock Company;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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November 25, 2015
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/s/ Ward H. Dickson
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Ward H. Dickson
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Executive Vice President and Chief Financial Officer
|
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/s/ Steven C. Voorhees
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Steven C. Voorhees
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Chief Executive Officer and President
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November 25, 2015
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/s/ Ward H. Dickson
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Ward H. Dickson
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Executive Vice President and Chief Financial Officer
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November 25, 2015
|