10Q 3.31.2014
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
Form 10-Q
 
S
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended March 31, 2014
or
 
£
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from              to             
Commission File Number 1-12613
Rock-Tenn Company
(Exact Name of Registrant as Specified in Its Charter)
Georgia
 
62-0342590
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
504 Thrasher Street, Norcross, Georgia
 
30071
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (770) 448-2193
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S  No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes S  No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer S
  
Accelerated filer £
Non-accelerated filer £ (Do not check if smaller reporting company)
  
Smaller reporting company £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes £  No S
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
 
Outstanding as of April 25, 2014
Class A Common Stock, $0.01 par value
 
71,772,463
 

Table of Contents

ROCK-TENN COMPANY
INDEX
 
 
 
Page
PART I
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II
 
 
 
 
Item 1.
 
 
 
Item 6.
 
 
 
 

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1.
FINANCIAL STATEMENTS (UNAUDITED)

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Millions, Except Per Share Data)
 
 
Three Months Ended
 
Six Months Ended
 
March 31,
 
March 31,
 
2014
 
2013
 
2014
 
2013
Net sales
$
2,393.6

 
$
2,324.9

 
$
4,756.2

 
$
4,612.0

Cost of goods sold
1,966.4

 
1,939.7

 
3,881.2

 
3,817.3

Gross profit
427.2

 
385.2

 
875.0

 
794.7

Selling, general and administrative expenses
245.5

 
237.4

 
480.3

 
460.4

Restructuring and other costs, net
14.2

 
12.4

 
31.8

 
28.5

Operating profit
167.5

 
135.4

 
362.9

 
305.8

Interest expense
(23.2
)
 
(27.2
)
 
(47.2
)
 
(56.3
)
Loss on extinguishment of debt
—

 
(0.1
)
 
—

 
(0.3
)
Interest income and other expense, net
(0.2
)
 
(0.1
)
 
(1.0
)
 
(0.1
)
Equity in income of unconsolidated entities
1.5

 
1.1

 
3.2

 
1.7

Income before income taxes
145.6

 
109.1

 
317.9

 
250.8

Income tax (expense) benefit
(62.1
)
 
216.5

 
(123.8
)
 
161.7

Consolidated net income
83.5

 
325.6

 
194.1

 
412.5

Less: Net income attributable to noncontrolling interests
(0.7
)
 
(0.9
)
 
(1.6
)
 
(1.8
)
Net income attributable to Rock-Tenn Company shareholders
$
82.8

 
$
324.7

 
$
192.5

 
$
410.7

 
 
 
 
 
 
 
 
Basic earnings per share attributable to Rock-Tenn Company shareholders
$
1.15

 
$
4.51

 
$
2.68

 
$
5.72

 
 
 
 
 
 
 
 
Diluted earnings per share attributable to Rock-Tenn Company shareholders
$
1.13

 
$
4.45

 
$
2.63

 
$
5.64

 
 
 
 
 
 
 
 
Cash dividends paid per share
$
0.35

 
$
—

 
$
0.70

 
$
0.45


See Accompanying Notes to Condensed Consolidated Financial Statements

1
Table of Contents

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In Millions)
 
Three Months Ended
 
Six Months Ended
 
March 31,
 
March 31,
 
2014
 
2013
 
2014
 
2013
Consolidated net income
$
83.5

 
$
325.6

 
$
194.1

 
$
412.5

Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
Foreign currency translation loss
(12.7
)
 
(3.4
)
 
(22.0
)
 
(5.5
)
 
 
 
 
 
 
 
 
Defined benefit pension plans:
 
 
 
 
 
 
 
Net actuarial gain arising during the period
—

 
0.8

 
—

 
0.8

Amortization of net actuarial loss, included in pension cost
2.6

 
6.4

 
5.2

 
12.4

Amortization of prior service cost, included in pension cost
—

 
0.1

 
—

 
0.2

Other
—

 
4.2

 
—

 
4.2

Other comprehensive (loss) income
(10.1
)
 
8.1

 
(16.8
)
 
12.1

Comprehensive income
73.4

 
333.7

 
177.3

 
424.6

Less: Comprehensive income attributable to noncontrolling interests
(0.6
)
 
(1.3
)
 
(1.5
)
 
(2.3
)
Comprehensive income attributable to Rock-Tenn Company shareholders
$
72.8

 
$
332.4

 
$
175.8

 
$
422.3


See Accompanying Notes to Condensed Consolidated Financial Statements



2
Table of Contents

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Millions, Except Share Data) 
 
March 31,
2014
 
September 30,
2013
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
32.2

 
$
36.4

Restricted cash
8.9

 
9.3

Accounts receivable (net of allowances of $23.4 and $26.8)
1,001.0

 
1,134.9

Inventories
952.2

 
937.9

Other current assets
271.9

 
297.9

Total current assets
2,266.2

 
2,416.4

Property, plant and equipment at cost:
 
 
 
Land and buildings
1,203.3

 
1,203.1

Machinery and equipment
6,647.5

 
6,467.8

Transportation equipment
15.1

 
13.8

Leasehold improvements
24.7

 
24.7

 
7,890.6

 
7,709.4

Less accumulated depreciation and amortization
(2,349.5
)
 
(2,154.7
)
Net property, plant and equipment
5,541.1

 
5,554.7

Goodwill
1,884.3

 
1,862.1

Intangibles, net
669.9

 
699.4

Other assets
187.5

 
200.8

 
$
10,549.0

 
$
10,733.4

LIABILITIES AND EQUITY
Current liabilities:
 
 
 
Current portion of debt
$
32.0

 
$
2.9

Accounts payable
818.3

 
802.1

Accrued compensation and benefits
221.3

 
249.0

Other current liabilities
171.1

 
189.4

Total current liabilities
1,242.7

 
1,243.4

Long-term debt due after one year
2,634.8

 
2,841.9

Pension liabilities, net of current portion
872.4

 
975.2

Postretirement benefit liabilities, net of current portion
113.3

 
118.3

Deferred income taxes
1,101.4

 
1,063.1

Other long-term liabilities
164.4

 
165.4

Commitments and contingencies (Note 13)

 
 
Redeemable noncontrolling interests
14.5

 
13.3

Equity:
 
 
 
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares outstanding
—

 
—

Class A common stock, $0.01 par value; 175,000,000 shares authorized; 71,763,533 and 72,023,820 shares outstanding at March 31, 2014 and September 30, 2013, respectively
0.7

 
0.7

Capital in excess of par value
2,885.1

 
2,871.4

Retained earnings
1,836.5

 
1,740.8

Accumulated other comprehensive loss
(317.2
)
 
(300.6
)
Total Rock-Tenn Company shareholders’ equity
4,405.1

 
4,312.3

Noncontrolling interests
0.4

 
0.5

Total equity
4,405.5

 
4,312.8

 
$
10,549.0

 
$
10,733.4

See Accompanying Notes to Condensed Consolidated Financial Statements

3
Table of Contents

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Millions)
 
Six Months Ended
 
March 31,
 
2014
 
2013
Operating activities:
 
 
 
Consolidated net income
$
194.1

 
$
412.5

Adjustments to reconcile consolidated net income to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
286.6

 
277.3

Deferred income tax expense (benefit)
110.4

 
(168.7
)
Share-based compensation expense
19.6

 
22.7

Loss on extinguishment of debt
—

 
0.3

Gain on disposal of plant, equipment and other, net
(2.3
)
 
(5.5
)
Equity in income of unconsolidated entities
(3.2
)
 
(1.7
)
Pension and other postretirement funding more than expense
(86.5
)
 
(42.5
)
Impairment adjustments and other non-cash items
5.9

 
6.1

Change in operating assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
143.6

 
5.1

Inventories
(38.1
)
 
(47.0
)
Other assets
(33.9
)
 
(34.7
)
Accounts payable
(5.8
)
 
35.0

Income taxes
(14.4
)
 
(13.7
)
Accrued liabilities and other
(44.9
)
 
7.4

Net cash provided by operating activities
531.1

 
452.6

Investing activities:
 
 
 
Capital expenditures
(227.1
)
 
(194.0
)
Cash paid for purchase of business, net of cash acquired
(60.0
)
 
—

Return of capital from unconsolidated entities
0.4

 
0.6

Proceeds from sale of subsidiary
3.8

 
—

Proceeds from sale of property, plant and equipment
13.3

 
7.3

Proceeds from property, plant and equipment insurance settlement
3.4

 
5.7

Net cash used for investing activities
(266.2
)
 
(180.4
)
Financing activities:
 
 
 
Additions to revolving credit facilities
142.8

 
54.5

Repayments of revolving credit facilities
(153.5
)
 
(51.8
)
Additions to debt
172.7

 
195.2

Repayments of debt
(329.7
)
 
(423.8
)
Debt issuance costs
(0.2
)
 
(1.6
)
Debt extinguishment costs
—

 
(0.1
)
Issuances of common stock, net of related minimum tax withholdings
(13.8
)
 
(0.6
)
Purchases of common stock
(53.0
)
 
—

Excess tax benefits from share-based compensation
14.5

 
4.2

Advances from unconsolidated entity
2.0

 
0.3

Cash dividends paid to shareholders
(50.9
)
 
(32.1
)
Cash distributions paid to noncontrolling interests
(0.3
)
 
(2.3
)
Net cash used for financing activities
(269.4
)
 
(258.1
)
Effect of exchange rate changes on cash and cash equivalents
0.3

 
—

(Decrease) increase in cash and cash equivalents
(4.2
)
 
14.1

Cash and cash equivalents at beginning of period
36.4

 
37.2

Cash and cash equivalents at end of period
$
32.2

 
$
51.3

Supplemental disclosure of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Income taxes, net of refunds
$
14.6

 
$
12.2

Interest, net of amounts capitalized
43.1

 
52.0




4
Table of Contents

Supplemental schedule of non-cash investing and financing activities:

Liabilities assumed in the six months ended March 31, 2014, relate to the acquisition of NPG Holding, Inc. (“NPG”), a specialty display company. For additional information regarding this acquisition see “Note 5. Acquisitions”.

 
Six Months Ended
 March 31, 2014
 
(In millions)
Fair value of assets acquired, including goodwill
$
79.2

Cash consideration, net of cash acquired
59.6

Liabilities assumed
$
19.6

See Accompanying Notes to Condensed Consolidated Financial Statements

5
Table of Contents

ROCK-TENN COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Month Periods Ended March 31, 2014
(Unaudited)
Unless the context otherwise requires, “we”, “us”, “our”, “RockTenn” and “the Company” refer to the business of Rock-Tenn Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

We are one of North America’s leading integrated manufacturers of corrugated and consumer packaging. We operate locations in the United States, Canada, Mexico, Chile, Argentina and Puerto Rico.

Note 1.
Interim Financial Statements

Our independent public accounting firm has not audited our accompanying interim financial statements. We derived the Condensed Consolidated Balance Sheet at September 30, 2013 from the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 (the “Fiscal 2013 Form 10-K”). In the opinion of our management, the Condensed Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our results of income for the three and six months ended March 31, 2014 and March 31, 2013, our comprehensive income for the three and six months ended March 31, 2014 and March 31, 2013, our financial position at March 31, 2014 and September 30, 2013, and our cash flows for the six months ended March 31, 2014 and March 31, 2013.

We have condensed or omitted certain notes and other information from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these interim statements should be read in conjunction with our Fiscal 2013 Form 10-K. The results for the three and six months ended March 31, 2014 are not necessarily indicative of results that may be expected for the full year.

Note 2.
New Accounting Standards

Recently Adopted Standards

In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-05 “Foreign Currency Matters, Parents Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”. This ASU amended ASC 810 “Consolidation”, ASC 805 “Business Combinations” and ASC 830 “Foreign Currency” and clarifies the criteria that should be considered, such as the loss or acquisition of a controlling financial interest and whether the sale or transfer results in the complete or substantially complete liquidation of an entity, to determine the release of cumulative translation adjustments into net income upon derecognition of a subsidiary, equity method investment or a group of assets within a foreign entity. These provisions were effective for annual and interim periods beginning after December 15, 2013 (January 1, 2014 for us). The adoption of these provisions did not have a material effect on our consolidated financial statements.
In July 2013, the FASB issued ASU 2013-11 “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carryforward Exists”. This ASU amends ASC 740 “Income Taxes” and clarifies when a liability related to an unrecognized tax benefit should be presented in the financial statements as a reduction to the related deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. These provisions were effective for annual and interim periods beginning after December 15, 2013 (January 1, 2014 for us). The adoption of these provisions did not have a material effect on our consolidated financial statements.


6
Table of Contents
Notes to Condensed Consolidated Statements (Unaudited) (Continued)

Note 3.
Equity and Other Comprehensive Income

Equity

The following is a summary of the changes in total equity for the six months ended March 31, 2014 (in millions):
 
Rock-Tenn
Company
Shareholders’
Equity
 
Noncontrolling (1)
Interests
 
Total
Equity
Balance at September 30, 2013
$
4,312.3

 
$
0.5

 
$
4,312.8

Net income
192.5

 
0.2

 
192.7

Other comprehensive loss, net of tax
(16.6
)
 
—

 
(16.6
)
Income tax benefit from share-based plans
14.5

 
—

 
14.5

Compensation expense under share-based plans
19.6

 
—

 
19.6

Cash dividends declared (per share - $0.70)(2)
(50.4
)
 
—

 
(50.4
)
Cash distributions to noncontrolling interests
—

 
(0.3
)
 
(0.3
)
Issuance of Class A common stock, net of stock received for minimum tax withholdings
(13.8
)
 
—

 
(13.8
)
Purchases of Class A common stock
(53.0
)
 
—

 
(53.0
)
Balance at March 31, 2014
$
4,405.1

 
$
0.4

 
$
4,405.5


(1) 
Excludes amounts related to contingently redeemable noncontrolling interests which are separately classified outside of permanent equity in the mezzanine section of the Condensed Consolidated Balance Sheets.
(2) 
Includes cash dividends paid, and dividends declared but unpaid, related to the shares reserved but unissued to satisfy bankruptcy claims associated with the acquisition of Smurfit-Stone Container Corporation (“Smurfit-Stone” and “Smurfit-Stone Acquisition”).

Stock Repurchase Plan

Our board of directors has approved a stock repurchase plan that allows for the repurchase of shares of Class A common stock, par value $0.01 per share (“Common Stock”), over an indefinite period of time. Our stock repurchase plan, as amended in November 2013, allows for the repurchase of up to a total of 9.2 million shares of Common Stock, an increase from the 6.0 million previously authorized. We had 5.0 million shares available for repurchase after the November 2013 amendment. Pursuant to our repurchase plan, in the six months ended March 31, 2014, we repurchased approximately 0.6 million shares for an aggregate cost of $53.0 million, all of which was in the first quarter of fiscal 2014. As of March 31, 2014, we had approximately 4.4 million shares of Common Stock available for repurchase.

Accumulated Other Comprehensive (Loss) Income

The tables below summarize the changes in accumulated other comprehensive (loss) income, net of tax, by component for the six months ended March 31, 2014 and March 31, 2013 (in millions):

The net of tax components were determined using effective tax rates averaging approximately 38% to 39% for the six months ended March 31, 2014 and March 31, 2013, respectively. Foreign currency translation gains and losses recorded in other comprehensive (loss) income for the six months ended March 31, 2014 and March 31, 2013 were primarily due to the change in the Canadian/U.S. dollar exchange rates. For the six months ended March 31, 2013, other comprehensive income before reclassifications for our defined benefit plans includes a $4.2 million reversal of a tax valuation allowance and a $0.8 million actuarial gain related to the revaluation of one of our Canadian pension plans as a result of a plan curtailment.

7
Table of Contents
Notes to Condensed Consolidated Statements (Unaudited) (Continued)


 
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
—

 
—

 
(21.2
)
 
(21.2
)
Amounts reclassified from accumulated other comprehensive income
—

 
5.0

 
(0.4
)
 
4.6

Net current period other comprehensive income (loss)
—

 
5.0

 
(21.6
)
 
(16.6
)
Balance at March 31, 2014
$
(0.2
)
 
$
(327.9
)
 
$
10.9

 
$
(317.2
)

(1)     All amounts are net of tax and noncontrolling interest.

 
Deferred Loss on Cash Flow Hedges
 
Defined Benefit Pension and Postretirement Plans
 
Foreign Currency Items
 
Total (1)
Balance at September 30, 2012
$
(0.2
)
 
$
(547.8
)
 
$
47.5

 
$
(500.5
)
Other comprehensive income (loss) before reclassifications
—

 
5.0

 
(5.7
)
 
(0.7
)
Amounts reclassified from accumulated other comprehensive income
—

 
12.3

 
—

 
12.3

Net current period other comprehensive income (loss)
—

 
17.3

 
(5.7
)
 
11.6

Balance at March 31, 2013
$
(0.2
)
 
$
(530.5
)
 
$
41.8

 
$
(488.9
)

(1)     All amounts are net of tax and noncontrolling interest.

    

8
Table of Contents
Notes to Condensed Consolidated Statements (Unaudited) (Continued)

The following tables summarize the reclassifications out of accumulated other comprehensive income by component (in millions):
 
Three Months Ended
 
Three Months Ended
 
March 31, 2014
 
March 31, 2013
 
Pretax
 
Tax
 
Net of Tax
 
Pretax
 
Tax
 
Net of Tax
Amortization of defined benefit pension and postretirement items (1)
 
 
 
 
 
 
 
 
 
 
 
      Actuarial losses (2)
$
(4.2
)
 
$
1.6

 
$
(2.6
)
 
$
(10.2
)
 
$
4.0

 
$
(6.2
)
      Prior service costs (2)
0.1

 
—

 
0.1

 
(0.2
)
 
0.1

 
(0.1
)
Subtotal defined benefit plans
(4.1
)
 
1.6

 
(2.5
)
 
(10.4
)
 
4.1

 
(6.3
)
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
 
 
 
 
 
 
 
 
 
      Sale of foreign subsidiary (3)
0.4

 
—

 
0.4

 
—

 
—

 
—

Total reclassifications for the period
$
(3.7
)
 
$
1.6

 
$
(2.1
)
 
$
(10.4
)
 
$
4.1

 
$
(6.3
)

(1)  
Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.
(2) 
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See “Note 11. Retirement Plans” for additional details).
(3) Amount reflected in “Restructuring and other costs net” in the condensed consolidated statements of income.

 
Six Months Ended
 
Six Months Ended
 
March 31, 2014
 
March 31, 2013
 
Pretax
 
Tax
 
Net of Tax
 
Pretax
 
Tax
 
Net of Tax
Amortization of defined benefit pension and postretirement items (1)
 
 
 
 
 
 
 
 
 
 
 
      Actuarial losses (2)
$
(8.2
)
 
$
3.1

 
$
(5.1
)
 
$
(19.9
)
 
$
7.8

 
$
(12.1
)
      Prior service costs (2)
0.1

 
—

 
0.1

 
(0.3
)
 
0.1

 
(0.2
)
Subtotal defined benefit plans
(8.1
)
 
3.1

 
(5.0
)
 
(20.2
)
 
7.9

 
(12.3
)
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments (1)
 
 
 
 
 
 
 
 
 
 
 
     Sale of foreign subsidiary (3)
0.4

 
—

 
0.4

 
—

 
—

 
—

Total reclassifications for the period
$
(7.7
)
 
$
3.1

 
$
(4.6
)
 
$
(20.2
)
 
$
7.9

 
$
(12.3
)

(1)  
Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.
(2) 
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See “Note 11. Retirement Plans” for additional details).
(3) Amount reflected in “Restructuring and other costs net” in the condensed consolidated statements of income.




9
Table of Contents
Notes to Condensed Consolidated Statements (Unaudited) (Continued)

Note 4.
Earnings per Share

Certain of our restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as Common Stock. As participating securities, we include these instruments in the earnings allocation in computing earnings per share under the two-class method described in ASC 260 “Earnings per Share”. The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in millions, except per share data):
 
 
Three Months Ended
 
Six Months Ended
 
March 31,
 
March 31,
 
2014
 
2013
 
2014
 
2013
Basic earnings per share:
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net income attributable to Rock-Tenn Company shareholders
$
82.8

 
$
324.7

 
$
192.5

 
$
410.7

Less: Distributed and undistributed income available to participating securities
—

 
—

 
—

 
(0.1
)
Distributed and undistributed income attributable to Rock-Tenn Company shareholders
$
82.8

 
$
324.7

 
$
192.5

 
$
410.6

Denominator:
 
 
 
 
 
 
 
Basic weighted average shares outstanding
71.8

 
72.0

 
71.9

 
71.8

Basic earnings per share attributable to Rock-Tenn Company shareholders
$
1.15

 
$
4.51

 
$
2.68

 
$
5.72

 
 
 
 
 
 
 
 
Diluted earnings per share:
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net income attributable to Rock-Tenn Company shareholders
$
82.8

 
$
324.7

 
$
192.5

 
$
410.7

Less: Distributed and undistributed income available to participating securities
—

 
—

 
—

 
(0.1
)
Distributed and undistributed income attributable to Rock-Tenn Company shareholders
$
82.8

 
$
324.7

 
$
192.5

 
$
410.6

Denominator:
 
 
 
 
 
 
 
Basic weighted average shares outstanding
71.8

 
72.0

 
71.9

 
71.8

Effect of dilutive stock options and non-participating securities
1.2

 
0.9

 
1.3

 
1.0

Diluted weighted average shares outstanding
73.0

 
72.9

 
73.2

 
72.8

Diluted earnings per share attributable to Rock-Tenn Company shareholders
$
1.13

 
$
4.45

 
$
2.63

 
$
5.64


Weighted average shares includes approximately 0.2 million of reserved, but unissued shares at March 31, 2014 and March 31, 2013, respectively. These reserved shares will be distributed as claims are liquidated or resolved in accordance with the Smurfit-Stone Plan of Reorganization and Confirmation Order.

Options and restricted stock in the amount of 0.2 million and 0.1 million common shares in the three and six months ended March 31, 2014, respectively, and 0.1 million and 0.2 million common shares in the three and six months ended March 31, 2013, respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive.

Note 5.
Acquisitions

Simpson Tacoma Kraft Paper Mill

On March 3, 2014, we announced an agreement to acquire the Simpson Tacoma Kraft Paper Mill (“Tacoma Mill”) from Simpson Lumber Company LLC. The purchase price is $311.0 million plus the value of working capital on the closing date. We believe the Tacoma Mill will be a strategic fit as the West Coast mill will improve our ability to satisfy West Coast customers and generate operating efficiencies across our containerboard system. The transaction is subject to regulatory approvals and customary closing conditions.


10
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Notes to Condensed Consolidated Statements (Unaudited) (Continued)



NPG Holding Inc. Acquisition

On December 20, 2013, we acquired the stock of NPG Holding, Inc., a specialty display company. The purchase price was $59.6 million, net of cash acquired of $1.7 million and a preliminary working capital settlement. We acquired the NPG business as we believe it is a strong strategic fit that will strengthen our displays business. We have included the results of NPG’s operations in our consolidated financial statements in our Merchandising Displays segment. The preliminary purchase price allocation for the acquisition included $14.5 million of customer relationship intangible assets, $28.0 million of goodwill and $19.6 million of liabilities including approximately $0.6 million in debt. We are amortizing the customer relationship intangibles over 9 years based on a straight-line basis because the pattern was not reliably determinable. The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and increased vertical integration) and the assembled work force of NPG. We are in the process of analyzing the estimated values of the assets acquired and liabilities assumed including, among other things, the valuation of certain tangible and intangible assets as well as the fair value of certain contracts, thus, the allocation of the purchase price is preliminary and subject to revision.

Note 6.
Restructuring and Other Costs, Net

Summary of Restructuring and Other Initiatives

We recorded pre-tax restructuring and other costs, net, of $14.2 million and $12.4 million for the three months ended March 31, 2014 and March 31, 2013, respectively, and recorded pre-tax restructuring and other costs, net, of $31.8 million and $28.5 million for the six months ended March 31, 2014 and March 31, 2013, respectively. Costs recorded in each period are not comparable since the timing and scope of the individual actions associated with a restructuring, an acquisition or an integration can vary. We discuss these charges in more detail below.

When we close a facility, if necessary, we recognize an impairment charge primarily to reduce the carrying value of equipment or other property to their estimated fair value less cost to sell, and record charges for severance and other employee related costs. Any subsequent change in fair value, less cost to sell, prior to disposition is recognized as identified; however, no gain is recognized in excess of the cumulative loss previously recorded. At the time of each announced closure, we also generally expect to record future charges for equipment relocation, facility carrying costs, costs to terminate a lease or contract before the end of its term and other employee related costs. Expected future charges are reflected in the table below in the “Expected Total” lines until incurred. Although specific circumstances vary, our strategy has generally been to consolidate our sales and operations into large, well-equipped plants that operate at high utilization rates and take advantage of available capacity created by operational excellence initiatives. Therefore, we transfer a substantial portion of each plant’s production and certain assets to our other plants. We believe these actions have allowed us to more effectively manage our business.


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Notes to Condensed Consolidated Statements (Unaudited) (Continued)

The following table presents a summary of restructuring and other charges, net, related to active restructuring and other initiatives that we incurred during the three and six months ended March 31, 2014 and March 31, 2013, the cumulative recorded amount since we started the initiative, and the total we expect to incur (in millions):

Summary of Restructuring and Other Costs, Net
Segment
 
Period
 
Net Property,
Plant and
Equipment (a)
 
Severance
and Other
Employee
Related
Costs
 
Equipment
and Inventory
Relocation
Costs
 
Facility
Carrying
Costs
 
Other
Costs
 
Total
Corrugated
Packaging(b)
 
Current Qtr.
 
$
1.0

 
$
1.4

 
$
0.4

 
$
1.4

 
$
0.2

 
$
4.4

 
YTD Fiscal 2014
 
2.5

 
1.4

 
1.7

 
2.5

 
0.3

 
8.4

 
Prior Year Qtr.
 
1.0

 
1.6

 
1.1

 
1.3

 
—

 
5.0

 
YTD Fiscal 2013
 
3.8

 
5.5

 
1.7

 
2.3

 
0.1

 
13.4

 
Cumulative
 
46.5

 
43.3

 
11.4

 
13.7

 
5.3

 
120.2

 
Expected Total
 
46.5

 
43.3

 
12.1

 
15.5

 
5.3

 
122.7

Consumer Packaging(c)
 
Current Qtr.
 
—

 
—

 
—

 
0.1

 
—

 
0.1

 
YTD Fiscal 2014
 
—

 
(0.1
)
 
—

 
0.1

 
—

 
—

 
Prior Year Qtr.
 
2.6

 
0.5

 
—

 
—

 
—

 
3.1

 
YTD Fiscal 2013
 
2.6

 
0.5

 
—

 
0.1

 
—

 
3.2

 
Cumulative
 
1.6

 
1.4

 
0.7

 
0.9

 
0.5

 
5.1

 
Expected Total
 
1.6

 
1.4

 
0.7

 
1.0

 
0.5

 
5.2

Recycling(d)
 
Current Qtr.
 
0.7

 
0.1

 
0.1

 
0.4

 
0.1

 
1.4

 
YTD Fiscal 2014
 
4.1

 
—

 
0.5

 
0.8

 
2.2

 
7.6

 
Prior Year Qtr.
 
(0.7
)
 
0.1

 
0.1

 
—

 
0.1

 
(0.4
)
 
YTD Fiscal 2013
 
(0.7
)
 
0.3

 
0.1

 
0.1

 
0.2

 
—

 
Cumulative
 
11.3

 
1.4

 
0.7

 
2.0

 
5.2

 
20.6

 
Expected Total
 
11.3

 
1.4

 
0.9

 
2.1

 
5.2

 
20.9

Other(e)
 
Current Qtr.
 
—

 
—

 
—

 
—

 
8.3

 
8.3

 
YTD Fiscal 2014
 
—

 
—

 
—

 
—

 
15.8

 
15.8

 
Prior Year Qtr.
 
—

 
0.2

 
—

 
—

 
4.5

 
4.7

 
YTD Fiscal 2013
 
—

 
0.2

 
—

 
—

 
11.7

 
11.9

 
Cumulative
 
0.1

 
0.2

 
0.1

 
—

 
131.1

 
131.5

 
Expected Total
 
0.1

 
0.2

 
0.1

 
—

 
131.1

 
131.5

Total
 
Current Qtr.
 
$
1.7

 
$
1.5

 
$
0.5

 
$
1.9

 
$
8.6

 
$
14.2

 
YTD Fiscal 2014
 
$
6.6

 
$
1.3

 
$
2.2

 
$
3.4

 
$
18.3

 
$
31.8

 
Prior Year Qtr.
 
$
2.9

 
$
2.4

 
$
1.2

 
$
1.3

 
$
4.6

 
$
12.4

 
YTD Fiscal 2013
 
$
5.7

 
$
6.5

 
$
1.8

 
$
2.5

 
$
12.0

 
$
28.5

 
Cumulative
 
$
59.5

 
$
46.3

 
$
12.9

 
$
16.6

 
$
142.1

 
$
277.4

 
Expected Total
 
$
59.5

 
$
46.3

 
$
13.8

 
$
18.6

 
$
142.1

 
$
280.3


(a)
We have defined “Net Property, Plant and Equipment” as used in this Note 6 to represent property, plant and equipment impairment losses, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment and related parts and supplies, and accelerated depreciation on such assets.

(b)
The Corrugated Packaging segment current quarter and year to date charges primarily reflect closure costs from one announced closure and on-going closure costs at previously closed facilities net of asset sales. The prior year quarter and year to date charges primarily reflect closure costs from the announced closure of one and three facilities, respectively, and on-going closure costs at previously closed facilities net of asset sales. The cumulative charges primarily reflect charges associated with the closure of twenty-one corrugated container plants, the closure of the Matane, Quebec containerboard mill, charges related to kraft paper assets at our Hodge containerboard mill and gains and losses associated

12
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Notes to Condensed Consolidated Statements (Unaudited) (Continued)

with the sale of closed facilities. We have transferred a substantial portion of each closed facility's production to our other facilities.

(c)
The Consumer Packaging segment current quarter and year to date activity is primarily associated with on-going closure activity at two previously closed converting facilities. The prior year quarter and year to date charges primarily reflect closure costs related to one converting facility closure and on-going closure costs associated with a previously closed converting facility. The cumulative charges primarily reflect charges associated with the closure of three converting facilities partially offset by the gain on sale of one converting facility. We have transferred a substantial portion of each closed facility's production to our other facilities.

(d)
The Recycling segment current quarter and year to date charges are primarily associated with the closure of one collection facility and on-going closure costs and impairment and fair value adjustments for assets at previously closed facilities. The prior year quarter and year to date charges primarily reflect charges associated with the closure of one and two collection facilities, respectively and on-going closure costs associated with previously closed facilities. The cumulative charges primarily reflect the charges associated with the closure of fifteen collection facilities acquired in the Smurfit-Stone Acquisition and certain costs for two other collections facilities previously closed which were partially offset by the gain on sale of our Dallas, TX collection facility.

(e)
The expenses in the “Other” segment primarily reflect costs that we consider as Corporate, including the “Other Costs” column that primarily reflects costs incurred as a result of the Smurfit-Stone Acquisition, such as merger integration expenses. Also included in the “Other” segment are insignificant costs related to our Merchandising Displays segment. The pre-tax charges in the “Other Costs” column are summarized below (in millions):
 
Acquisition
Expenses
 
Integration
Expenses
 
Total
Current Qtr.
$
1.4

 
$
6.9

 
$
8.3

YTD Fiscal 2014
$
2.8

 
$
13.0

 
$
15.8

Prior Year Qtr.
$
—

 
$
4.5

 
$
4.5

YTD Fiscal 2013
$
0.1

 
$
11.6

 
$
11.7


Acquisition expenses include expenses associated with acquisitions, whether consummated or not, as well as litigation expenses associated with the Smurfit-Stone Acquisition, net of recoveries. Acquisition expenses primarily consist of advisory, legal, accounting, valuation and other professional or consulting fees. Integration expenses primarily reflect severance and other employee costs, professional services including work being performed to facilitate the Smurfit-Stone integration including information systems integration costs, lease expense and other costs. Due to the complexity and duration of the integration activities, the precise amount expected to be incurred has not been quantified above. We expect to be largely completed with our Smurfit-Stone integration activities in fiscal 2014.

The following table represents a summary of and the changes in the restructuring accrual, which is primarily composed of lease commitments, accrued severance and other employee costs, and a reconciliation of the restructuring accrual charges to the line item “Restructuring and other costs, net” on our Condensed Consolidated Statements of Income (in millions):
 
Six Months Ended
 
March 31,
 
2014
 
2013
Accrual at beginning of fiscal year
$
21.8

 
$
22.7

Additional accruals
2.4

 
7.3

Payments
(9.9
)
 
(9.2
)
Adjustment to accruals
0.2

 
0.9

Accrual at March 31,
$
14.5

 
$
21.7



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Notes to Condensed Consolidated Statements (Unaudited) (Continued)

Reconciliation of accruals and charges to restructuring and other costs, net:
 
 
 
 
Six Months Ended
 
March 31,
 
2014
 
2013
Additional accruals and adjustments to accruals (see table above)
$
2.6

 
$
8.2

Acquisition expenses
2.8

 
0.1

Integration expenses
12.7

 
10.6

Net property, plant and equipment
6.6

 
5.7

Severance and other employee expense (income)
0.2

 
(0.1
)
Equipment and inventory relocation costs
2.2

 
1.8

Facility carrying costs
3.4

 
2.5

Other expense (income)
1.3

 
(0.3
)
Total restructuring and other costs, net
$
31.8

 
$
28.5

 

Note 7.
Income Taxes

The effective tax rates for the three and six months ended March 31, 2014 were an expense of 42.7% and 38.9%, respectively, and the effective tax rates for the three and six months ended March 31, 2013 were a benefit of 198.4% and 64.5%, respectively. The effective tax rates for the three and six months ended March 31, 2014 were different than the statutory rate primarily due to a $9.6 million charge to income tax expense to record the impact of the state of New York’s March 31, 2014 income tax law change which reduced the tax rate for qualified New York State manufacturers to zero percent effective for tax years beginning on or after January 1, 2014 and thereby rendered a previously recorded deferred tax asset, net of certain deferred tax liabilities, to no longer have any value. Other reasons the effective tax rates were different than the statutory rate were related to the impact of state taxes and a tax rate differential with respect to foreign earnings. The effective tax rates for the three and six months ended March 31, 2013 were different than the statutory rate primarily due to the reversal of $254.1 million of tax reserves related to alternative fuel mixture credits acquired in the Smurfit-Stone Acquisition. The benefit was recorded in the three months ended March 31, 2013 as the Internal Revenue Service completed its examination of Smurfit-Stone’s 2009 tax return.
 
Note 8.
Inventories

We value substantially all of our U.S. inventories at the lower of cost or market, with cost determined on the last-in first-out (“LIFO”) inventory valuation method, which we believe generally results in a better matching of current costs and revenues than under the first-in first-out (“FIFO”) inventory valuation method. In periods of increasing costs, the LIFO method generally results in higher cost of goods sold than under the FIFO method. In periods of decreasing costs, the results are generally the opposite. Since LIFO is designed for annual determinations, it is possible to make an actual valuation of inventory under the LIFO method only at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, we base interim LIFO estimates on management’s projection of expected year-end inventory levels and costs. We value all other inventories at the lower of cost or market, with cost determined using methods which approximate cost computed on a FIFO basis. These other inventories represent primarily foreign inventories and certain inventoried spare parts and supplies inventories. Inventories were as follows (in millions):
 
March 31,
2014
 
September 30,
2013
Finished goods and work in process
$
386.4

 
$
370.9

Raw materials
457.1

 
453.6

Spare parts and supplies
185.1

 
194.0

Inventories at FIFO cost
1,028.6

 
1,018.5

LIFO reserve
(76.4
)
 
(80.6
)
Net inventories
$
952.2

 
$
937.9




14
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Notes to Condensed Consolidated Statements (Unaudited) (Continued)

Note 9.
Debt

At March 31, 2014, our Credit Facility (as hereinafter defined) and our 4.45% senior notes due March 2019 (“March 2019 Notes”), our 3.50% senior notes due March 2020 (“March 2020 Notes”), our 4.90% senior notes due March 2022 (“March 2022 Notes”) and our 4.00% senior notes due March 2023 (“March 2023 Notes”) the notes collectively “Senior Notes”, were unsecured. For more information regarding certain of our debt characteristics, see “Note 8. Debt” of the Notes to Consolidated Financial Statements section of the Fiscal 2013 Form 10-K.

The following were individual components of debt (in millions): 
 
March 31,
2014
 
September 30,
2013
4.45% notes due March 2019
$
349.8

 
$
349.7

3.50% notes due March 2020
347.7

 
347.5

4.90% notes due March 2022
399.4

 
399.4

4.00% notes due March 2023
346.8

 
346.6

Term loan facility(a)
947.5

 
947.5

Revolving credit and swing facilities(a)
162.2

 
184.3

Receivables-backed financing facility(b)
105.0

 
260.0

Other debt
8.4

 
9.8

Total debt
2,666.8

 
2,844.8

Less current portion of debt
32.0

 
2.9

Long-term debt due after one year
$
2,634.8

 
$
2,841.9


A portion of the debt classified as long-term, which includes the term loan, receivables-backed, revolving credit and swing facilities, may be paid down earlier than scheduled at our discretion without penalty. Certain restrictive covenants govern our maximum availability under the Credit Facility and Receivables Facility (each as hereinafter defined). We test and report our compliance with these covenants as required and are in compliance with all of our covenants at March 31, 2014.

(a)
On September 27, 2012, we entered into an unsecured Amended and Restated Credit Agreement (the “Credit Facility”) with an original maximum principal amount of approximately $2.7 billion before scheduled payments. The Credit Facility includes a $1.475 billion, 5-year revolving credit facility and a $1.223 billion amended maximum principal amount, 5-year term loan facility. In December 2012, in connection with the amendment of our receivables-backed financing facility (the “Receivables Facility”), we prepaid our term loan facility through December 2014 with borrowings under our Receivables Facility, our revolving credit facility and available cash. At March 31, 2014, available borrowings under the revolving credit portion of the Credit Facility, reduced by certain outstanding letters of credit not drawn upon of approximately $49.5 million and the application of our maximum leverage ratio subject to the facility limit, was approximately $1.3 billion.
 
(b)
On December 21, 2012, we amended and increased our Receivables Facility to $700.0 million, extended the maturity date to December 18, 2015, and amended, among other things, certain restrictions on what constitutes eligible receivables under the facility and lowered borrowing costs. The borrowing rate, which consists of a blend of the market rate for asset-backed commercial paper and the one month LIBOR rate plus a utilization fee, was 0.93% and 0.95% as of March 31, 2014 and September 30, 2013, respectively. The commitment fee for this facility was 0.45% and 0.25% as of March 31, 2014 and September 30, 2013, respectively. At March 31, 2014 and September 30, 2013, maximum available borrowings, excluding amounts outstanding, under this facility were approximately $536.4 million and $700.0 million, respectively. The carrying amount of accounts receivable collateralizing the maximum available borrowings at March 31, 2014 was approximately $766.9 million. We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the securitization agreement.

Note 10.
Fair Value

Assets and Liabilities Measured or Disclosed at Fair Value

We estimate fair values in accordance with ASC 820 “Fair Value Measurement”. ASC 820 provides a framework for measuring fair value and expands disclosures required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair

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Notes to Condensed Consolidated Statements (Unaudited) (Continued)

value and a hierarchy prioritizing the inputs to valuation techniques. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Additionally, ASC 820 defines levels within the hierarchy based on the availability of quoted prices for identical items in active markets, similar items in active or inactive markets and valuation techniques using observable and unobservable inputs. We incorporate credit valuation adjustments to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in our fair value measurements.

We disclose the fair value of our pension and postretirement assets and liabilities in our Fiscal 2013 Form 10-K and the fair value of our long-term debt below. We have, or from time to time may have, supplemental retirement savings plans that are nonqualified deferred compensation plans pursuant to which assets are invested primarily in mutual funds, interest rate derivatives, commodity derivatives or other similar classes of assets or liabilities, the fair value of which are not significant.

The following table summarizes the carrying amount and estimated fair value of our long-term debt (in millions):
 
March 31, 2014
 
September 30, 2013
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
March 2019 Notes(1)
$
349.8

 
$
367.1

 
$
349.7

 
$
371.9

March 2020 Notes(1)
347.7

 
354.4

 
347.5

 
343.0

March 2022 Notes(1)
399.4

 
413.0

 
399.4

 
413.7

March 2023 Notes(1)
346.8

 
349.2

 
346.6

 
338.6

Term loan facilities(2)
947.5

 
947.5

 
947.5

 
947.5

Revolving credit and swing facilities(2)
162.2

 
162.2

 
184.3

 
184.3

Receivables-backed financing facility(2)
105.0

 
105.0

 
260.0

 
260.0

Other debt(2)(3)
8.4

 
8.4

 
9.8

 
10.1

Total debt
$
2,666.8

 
$
2,706.8

 
$
2,844.8

 
$
2,869.1


(1)
Fair value is categorized as level 2 within the fair value hierarchy since the notes trade infrequently. Fair value is based on quoted market prices.
(2)
Fair value approximates the carrying amount as the variable interest rates reprice frequently at observable current market rates. As such, fair value is categorized as level 2 within the fair value hierarchy.
(3)
Fair value for certain debt is estimated based on the discounted value of future cash flows using observable current market interest rates offered for debt of similar credit risk and maturity. As such, fair value is categorized as level 2 within the fair value hierarchy.

In the absence of quoted prices in active markets, considerable judgment is required in developing estimates of fair value. Estimates are not necessarily indicative of the amounts we could realize in a current market transaction, or the amounts at which we could settle our debt.

Accounts Receivable Sales Agreement                            

During the first quarter of fiscal 2014, we entered into an agreement (the “A/R Sales Agreement”), to sell, on a revolving basis, all of the short term receivables generated from certain customer trade accounts to a third party financial institution, until the agreement is terminated by either party. Transfers under this agreement meet the requirements to be accounted for as sales in accordance with the “Transfers and Servicing” guidance in ASC 860. On February 3, 2014, the A/R Sales Agreement was amended to increase the maximum amount of receivables that may be sold at any point in time to $205 million. Since the inception of the A/R Sales Agreement, we have cumulatively sold and derecognized $344.1 million of receivables, of which $200.4 million have been collected by the third party financial institution and have a $13.0 million receivable from the financial institution. The remaining $130.7 million is the balance of receivables sold as of March 31, 2014 and funded by the financial institution. Cash proceeds related to the sales are included in cash from operating activities in the condensed consolidated statement of cash flows in the Accounts receivable line item. The loss on sale is not material as it is currently less than 1% per annum of the receivables sold, and is included in other income and expense.

Although the sales are made without recourse, we maintain continuing involvement with the sold receivables as we provide collections services related to the transferred assets. The associated servicing liability is not material given the high quality of the customers underlying the receivables and the anticipated short collection period.


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Notes to Condensed Consolidated Statements (Unaudited) (Continued)

Financial Instruments not Recognized at Fair Value

Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivable, certain other current assets, short-term debt, accounts payable, certain other current liabilities, and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities.

Fair Value of Nonfinancial Assets and Nonfinancial Liabilities

We measure certain nonfinancial assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities include cost and equity method investments when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property, plant and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. During the three and six months ended March 31, 2014 and March 31, 2013, we did not have any significant nonfinancial assets or nonfinancial liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition.

Note 11.
Retirement Plans

We have defined benefit pension plans and other postretirement plans for certain U.S. and Canadian employees. In addition, under several labor contracts, we make payments, based on hours worked, into multiemployer pension plan trusts established for the benefit of certain collective bargaining employees in facilities both inside and outside the U.S. We also have a Supplemental Executive Retirement Plan (“SERP”) and other non-qualified defined benefit pension plans that provide unfunded supplemental retirement benefits to certain of our executives and former executives. The SERP provides for incremental pension benefits in excess of those offered in our principal pension plan. For more information regarding our retirement plans see “Note 12. Retirement Plans” of the Notes to Consolidated Financial Statements section of the Fiscal 2013 Form 10-K.

The following table represents a summary of the components of net pension cost (in millions):
 
Three Months Ended
 
Six Months Ended
 
March 31,
 
March 31,
 
2014
 
2013
 
2014
 
2013
Service cost
$
7.8

 
$
9.1

 
$
15.7

 
$
18.7

Interest cost
54.5

 
50.4

 
109.5

 
100.9

Expected return on plan assets
(63.2
)
 
(62.7
)
 
(127.1
)
 
(125.6
)
Amortization of net actuarial loss
4.4

 
10.5

 
8.7

 
20.7

Amortization of prior service cost
0.3

 
0.2

 
0.6

 
0.4

Settlement loss recognized
—

 
—

 
—

 
0.3

Company defined benefit plan expense
3.8

 
7.5

 
7.4

 
15.4

Multiemployer and other plans
1.7

 
1.9

 
3.2

 
3.7

Net pension cost
$
5.5

 
$
9.4

 
$
10.6

 
$
19.1


During the three and six months ended March 31, 2014, we contributed an aggregate of $53.6 million and $90.8 million, respectively, to our qualified defined benefit pension plans. Based on our current assumptions, adjusted for the impact of plan year changes for certain plans, we estimate contributing approximately $218 million in fiscal 2014 to our qualified and supplemental defined benefit pension plans. However, it is possible that our assumptions may change, actual market performance may vary or we may decide to contribute additional amounts. We contributed an aggregate of $36.4 million and $55.4 million to our qualified defined benefit pension plans in the three and six months ended March 31, 2013, respectively.


17
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Notes to Condensed Consolidated Statements (Unaudited) (Continued)

The postretirement benefit plans provide certain health care and life insurance benefits for certain salaried and hourly employees who meet specified age and service requirements as defined by the plans. The following table represents a summary of the components of the postretirement benefits costs (in millions):
 
Three Months Ended
 
Six Months Ended
 
March 31,
 
March 31,
 
2014
 
2013
 
2014
 
2013
Service cost
$
0.3

 
$
0.4

 
$
0.6

 
$
0.8

Interest cost
1.5

 
1.8

 
3.0

 
3.4

Amortization of net actuarial gain
(0.1
)
 
—

 
(0.3
)
 
—

Amortization of prior service credit
(0.4
)
 
(0.1
)
 
(0.7
)
 
(0.1
)
Postretirement plan expense
$
1.3

 
$
2.1

 
$
2.6

 
$
4.1


During the three and six months ended March 31, 2014, we contributed an aggregate of $2.8 million and $5.7 million, respectively, to our postretirement benefit plans. During the three and six months ended March 31, 2013, we contributed an aggregate of $2.9 million and $6.6 million to our postretirement benefit plans.


Note 12.
Share-Based Compensation

Stock Options                                

Options granted under our plans have an exercise price equal to the closing market price on the date of grant, generally vest in three years and have 10-year contractual terms. However, a portion of our grants are subject to earlier expense recognition due to retirement eligibility rules. During the second quarter of fiscal 2014, we granted options to purchase 148,485 shares of our Common Stock to certain employees. These grants were valued at $41.48 per share using the Black-Scholes option pricing model. The approximate assumptions used were: an expected term of 6.9 years; an expected volatility of 43.9%; expected dividends of 1.4%; and a risk free rate of 2.1%. We amortize these costs using the accelerated attribution method.

The aggregate intrinsic value of options exercised during the three months ended March 31, 2014 and March 31, 2013 was $1.0 million and $5.3 million, respectively. The aggregate intrinsic value of options exercised during the six months ended March 31, 2014 and March 31, 2013 was $15.7 million and $10.7 million, respectively. The table below summarizes the changes in all stock options during the six months ended March 31, 2014:
 
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
 (in years)
 
Aggregate
Intrinsic
Value
(in millions)
Outstanding at September 30, 2013
1,183,751

 
$
49.88

 
 
 
 
Granted
148,485

 
101.51

 
 
 
 
Exercised
(252,224
)
 
34.07

 
 
 
 
Forfeited
(4,485
)
 
68.73

 
 
 
 
Outstanding at March 31, 2014
1,075,527

 
$
60.64

 
6.4
 
$
48.3

Exercisable at March 31, 2014
591,427

 
$
44.67

 
4.5
 
$
36.0


Restricted Stock

Restricted stock is typically granted annually to non-employee directors and certain of our employees. Our non-employee director awards have a service condition and generally vest over one year and are treated as issued and carry dividend and voting rights until they vest. The vesting provisions for our employee awards may vary from grant to grant; however, vesting generally is contingent upon meeting various service and/or performance goals and the grants generally vest over a period of three years. Subject to the level of performance attained, the target award of the performance grants may be increased up to 200% of target or decreased to zero depending upon the terms of the individual grant.

18
Table of Contents
Notes to Condensed Consolidated Statements (Unaudited) (Continued)

During the second quarter of fiscal 2014, pursuant to our 2004 Incentive Stock Plan, as amended, we granted 10,750 shares of restricted stock to our non-employee directors and we granted target or service awards of 245,590 shares of restricted stock to certain of our employees.

The aggregate fair value of restricted stock that vested during the three and six months ended March 31, 2014 was $28.5 million, respectively. The aggregate fair value of restricted stock that vested during the six months ended March 31, 2013 was $26.6 million, respectively.

The table below summarizes the changes in unvested restricted stock awards during the six months ended March 31, 2014:
 
Shares
 
Weighted Average
Grant Date Fair
Value
Unvested at September 30, 2013
877,560

 
$
71.35

Granted(1)
281,949

 
98.42

Vested
(261,584
)
 
67.99

Forfeited
(7,575
)
 
68.96

Unvested at March 31, 2014 (2)
890,350

 
$
80.93

(1)
Fiscal 2014 target awards to employees of 240,810 shares may be increased 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%. During fiscal 2014, certain restricted shares granted in fiscal 2011 achieved the respective performance condition based on the Cash Flow to Equity Ratio (as defined in the applicable grant letter) between 110.56% and 115.29% of target. This achievement resulted in the issuance and vesting of an additional 25,609 shares in fiscal 2014.

(2)
Target awards granted to employees in fiscal 2013 and 2012, net of subsequent forfeitures, were 299,710 and 319,300 shares, respectively. These awards may be increased up to 200% of 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%.

For additional information about our share-based payment awards, refer to “Note 14. Share-Based Compensation” of the Notes to Consolidated Financial Statements section of the Fiscal 2013 Form 10-K.

Note 13.
 Commitments and Contingencies
                    
Environmental and Other Matters

Environmental compliance requirements are a significant factor affecting our business. We employ processes in the manufacture of pulp, paperboard and other products which result in various discharges, emissions and wastes. These processes are subject to numerous federal, state, local and foreign environmental laws and regulations. We operate and expect to continue to operate, under environmental permits and similar authorizations from various governmental authorities that regulate such discharges, emissions and wastes. Environmental programs in the U.S. are primarily established, administered and enforced at the federal level by the United States Environmental Protection Agency (“EPA”). In addition, many of the jurisdictions in which we operate have adopted equivalent or more stringent environmental laws and regulations or have enacted their own parallel environmental programs.

In 2004, the EPA promulgated a Maximum Achievable Control Technology (“MACT”) regulation that established air emissions standards and other requirements for industrial, commercial and institutional boilers. The rule was challenged by third parties in litigation, and in 2007, the United States Court of Appeals for the D. C. Circuit issued a decision vacating and remanding the rule to the EPA. Under court order, the EPA published a set of four interrelated rules in March 2011, commonly referred to as Boiler MACT. The EPA also published notice in March 2011 that it would reconsider certain aspects of Boiler MACT in order to address “difficult technical issues” raised during the public comment period. On December 20, 2012, the EPA took final action on its proposed reconsideration of certain provisions of the March 2011 Boiler MACT rules. The Boiler MACT reconsideration rules included certain adjustments based on the EPA’s review of existing and new data provided after the March 2011 standards were issued. For the Company’s boilers where capital may be necessary for compliance, the final December 2012 rule requires compliance by January 31, 2016, subject to a possible one-year extension. Several environmental, industry and other groups have filed legal challenges to the December 2012 final Boiler MACT rules. We cannot predict with certainty how any of the legal challenges will impact our Boiler MACT strategies and costs.

19
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Notes to Condensed Consolidated Statements (Unaudited) (Continued)


Certain jurisdictions in which the Company has manufacturing facilities or other investments have taken actions to address climate change. In the U.S., the EPA has issued the Clean Air Act permitting regulations applicable to facilities that emit greenhouse gases (“GHG”). These regulations became effective for certain GHG sources on January 2, 2011, with implementation for other sources to be phased in over the next several years. The EPA also has promulgated a rule requiring facilities that emit 25,000 metric tons or more of carbon dioxide equivalent per year to file an annual report of their emissions. Some U.S. states and Canadian provinces in which RockTenn has manufacturing operations are also taking measures to reduce GHG emissions. For example, Quebec, has become a member of the Western Climate Initiative, which is a collaboration of U.S. states, Canadian provinces, Mexican states and tribes that have joined together to create a cap-and-trade program to reduce GHG emissions. On November 18, 2009, Quebec adopted a target of reducing GHG emissions by 20% below 1990 levels by 2020. In December 2011, Quebec issued a final regulation establishing a cap-and-trade program that required reductions in GHG emissions from covered emitters as of January 1, 2013. Enactment of the Quebec cap-and-trade program may require expenditures to meet required GHG emission reduction requirements in future years. Such requirements also may increase energy costs above the level of general inflation and result in direct compliance and other costs. However, we do not believe that compliance with the requirements of the new cap-and-trade program will have a material adverse effect on our operations or financial condition. We have systems in place for tracking the GHG emissions from our energy-intensive facilities, and we carefully monitor developments in climate change laws, regulations and policies to assess the potential impact of such developments on our operations and financial condition.

In addition to Boiler MACT and greenhouse gas standards, the EPA has finalized a number of other environmental rules that may impact the pulp and paper industry, including National Ambient Air Quality Standards for nitrogen oxide, sulfur dioxide, and fine particulate matter. The EPA is also revising existing environmental standards and developing several new rules that may apply to the industry in the future. We cannot currently predict with certainty how any future changes in environmental laws, regulations and/or enforcement practices will affect our business; however, it is possible that our compliance with new environmental standards may require substantial capital expenditures or operating costs could increase materially.

On October 1, 2010, our Hopewell, Virginia containerboard mill received a Finding of Violation and Notice of Violation (“NOV”) from EPA Region III alleging certain violations of regulations that require treatment of kraft pulping condensates. We strongly disagree with the assertion of the violations in the NOV and are currently engaged in settlement negotiations regarding the matters alleged in the NOV. We believe that any potential fine relating to those matters will not have a significant adverse effect on our results of operations, financial condition or cash flows. We also are involved in various other administrative proceedings relating to environmental matters that arise in the normal course of business. Although the ultimate outcome of such matters cannot be predicted with certainty and we cannot at this time estimate any reasonably possible losses, management does not believe that the currently expected outcome of any environmental proceeding, or claim that is pending or threatened against us will have a material adverse effect on our results of operations, financial condition or cash flows.

We also face potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) and analogous state laws as a result of releases, or threatened releases, of hazardous substances into the environment from various sites owned and operated by third parties at which Company-generated wastes have allegedly been deposited. Generators of hazardous substances sent to off-site disposal locations at which environmental problems exist, as well as the owners of those sites and certain other classes of persons, all of whom are referred to as potentially responsible parties (“PRPs” or “PRP”) are, in most instances, subject to joint and several liability for response costs for the investigation and remediation of such sites under CERCLA and analogous state laws, regardless of fault or the lawfulness of the original disposal. Liability is typically shared with other PRPs and costs are commonly allocated according to relative amounts of waste deposited and other factors.

On January 26, 2009, Smurfit-Stone Container Corporation and certain of its subsidiaries filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. Smurfit-Stone’s Canadian subsidiaries also filed to reorganize in Canada. We believe that matters relating to previously identified third party PRP sites and certain formerly owned facilities of Smurfit-Stone have been or will be satisfied claims in the Smurfit-Stone bankruptcy proceedings. However, we may face additional liability for cleanup activity at sites that existed prior to bankruptcy discharge, but are not currently identified. Some of these liabilities may be satisfied from existing bankruptcy reserves. We may also face liability under CERCLA and analogous state and other laws at other ongoing and future remediation sites where we may be a PRP. In addition to the above mentioned sites, certain of our current or former locations are being studied or remediated under various environmental laws and regulations. Based on current facts and assumptions, we do not believe that the costs of these projects will have a material adverse effect on our results of operations, financial condition or cash flows. However, the discovery of additional contamination or the imposition of additional obligations at these or other sites in the future could result in additional costs.

We believe that we can assert claims for indemnification pursuant to existing rights we have under settlement and purchase agreements in connection with certain of our existing remediation sites. However, there can be no assurance that we will be successful with respect to any claim regarding these indemnification rights or that, if we are successful, any amounts paid pursuant

20
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Notes to Condensed Consolidated Statements (Unaudited) (Continued)

to the indemnification rights will be sufficient to cover all our costs and expenses. We also cannot predict with certainty whether we will be required to perform remediation projects at other locations, and it is possible that our remediation requirements and costs could increase materially in the future and exceed current reserves. In addition, we cannot currently assess with certainty the impact that future federal, state or other environmental laws, regulations or enforcement practices will have on our results of operations, financial condition or cash flows.

Our operations are subject to federal, state, local and foreign laws and regulations relating to workplace safety and worker health including the Occupational Safety and Health Act (“OSHA”) and related regulations. OSHA, among other things, establishes asbestos and noise standards and regulates the use of hazardous chemicals in the workplace. Although we do not use asbestos in manufacturing our products, some of our facilities contain asbestos. For those facilities where asbestos is present, we believe we have properly contained the asbestos and/or we have conducted training of our employees in an effort to ensure that no federal, state or local rules or regulations are violated in the maintenance of our facilities. We do not believe that future compliance with health and safety laws and regulations will have a material adverse effect on our results of operations, financial condition or cash flows.

As of March 31, 2014, we had approximately $4.1 million reserved for environmental liabilities on an undiscounted basis, of which $2.9 million is included in other long-term liabilities and $1.2 million in other current liabilities. Based on current facts and assumptions, we believe the liability for these matters was adequately reserved at March 31, 2014.

Litigation

In late 2010, Smurfit-Stone was one of nine U.S. and Canadian containerboard producers named as defendants in a lawsuit, in the United States District Court of the Northern District of Illinois, alleging that these producers violated the Sherman Act by conspiring to limit the supply and fix the prices of containerboard from mid-2005 through November 8, 2010 (“Antitrust Litigation”). RockTenn CP, LLC, as the successor to Smurfit-Stone, is a defendant with respect to the period after Smurfit-Stone’s discharge from bankruptcy in June 30, 2010 through November 8, 2010. The complaint seeks treble damages and costs, including attorney’s fees. The defendants’ motions to dismiss the complaint were denied by the court in April 2011. We believe the allegations are without merit and will defend this lawsuit vigorously. However, as the lawsuit is still in the early stages of discovery, we are unable to predict the ultimate outcome or estimate a range of reasonably possible losses.

We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of such suits or other proceedings against us cannot be predicted with certainty, management believes the resolution of these other matters will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

Guarantees

We have made the following guarantees as of March 31, 2014:

•
we have a 49% ownership interest in Seven Hills Paperboard, LLC (“Seven Hills”). The joint venture partners guarantee funding of net losses in proportion to their share of ownership;

•
we have a wood chip processing contract with minimum purchase commitments which expires in 2017. As part of the agreement, we guarantee the third party contractors’ debt outstanding and have a security interest in the chipping equipment. At March 31, 2014, the maximum potential amount of future payments related to the guarantee was approximately $6 million, which decreases ratably over the life of the contract. In the event the guarantee on the contract was called, proceeds from the liquidation of the chipping equipment would be based on current market conditions and we may not recover in full the guarantee payments made;

•
as part of acquisitions we have acquired unconsolidated entities for which we guarantee approximately $5 million in debt, primarily for bank loans; and

•
we lease certain manufacturing and warehousing facilities and equipment under various operating leases. A substantial number of these leases require us to indemnify the lessor in the event that additional taxes are assessed due to a change in the tax law. We are unable to estimate our maximum exposure under these leases because it is dependent on changes in the tax law.


21
Table of Contents
Notes to Condensed Consolidated Statements (Unaudited) (Continued)

Seven Hills Option

Seven Hills commenced operations on March 29, 2001. Our partner in the Seven Hills joint venture has the option to require us to purchase its interest in Seven Hills, at a formula price, effective on the sixth or any subsequent anniversary of the commencement date by providing us notice two years prior to any such anniversary. The earliest date on which we could be required to purchase our partner’s interest is March 29, 2017. We have not recorded any liability for this unexercised option. We currently project this contingent obligation to purchase our partner’s interest (based on the formula) to be approximately $10 million at March 31, 2014, which would result in a purchase price of approximately 51% of our partner’s net equity reflected on Seven Hills’ March 31, 2014 balance sheet.

Note 14.
Segment Information

In the first quarter of fiscal 2014, we announced a realignment of our operating responsibilities and a related change to our segments for financial reporting purposes. Following the realignment we now report our results of operations in the following four reportable segments: Corrugated Packaging, consisting of our containerboard mills and our corrugated converting operations; Consumer Packaging, consisting of our coated and uncoated paperboard mills and consumer packaging converting operations; Merchandising Displays, consisting of our display and contract packaging services; and Recycling, which consists of our recycled fiber brokerage and collection operations. The change primarily reflects the creation of a Merchandising Displays segment which was removed from the Consumer Packaging segment; the realignment of one facility from our Corrugated Packaging segment to our Merchandising Displays segment; and, we have changed the way we report net sales from our Recycling facilities to our mills. The impact of the Recycling segment net sales change is to treat the recovered paper procured for our mills as a transfer with an administrative fee which is reflected in segment sales instead of the previously reported sale transaction between the segments. We have reclassified prior results to the extent presented herein. We filed a Current Report on Form 8-K with the SEC on February 7, 2014, to reclassify historical information in accordance with our new reportable segment structure.

We do not allocate some of our income and expenses to our segments and, thus, the information that management uses to make operating decisions and assess segment performance does not reflect such amounts. Items not allocated to segments are reported as non-allocated expenses or in other line items in the table below after segment income.


22
Table of Contents
Notes to Condensed Consolidated Statements (Unaudited) (Continued)

The following table shows selected operating data for our segments (in millions):
 
Three Months Ended
 
Six Months Ended
 
March 31,
 
March 31,
 
2014
 
2013
 
2014
 
2013
Net sales (aggregate):
 
 
 
 
 
 
 
Corrugated Packaging
$
1,651.7

 
$
1,608.2

 
$
3,303.6

 
$
3,198.0

Consumer Packaging
489.3

 
468.3

 
961.4

 
921.1

Merchandising Displays
213.0

 
162.1

 
397.6

 
324.0

Recycling
90.1

 
130.7

 
189.7

 
257.5

Total
$
2,444.1

 
$
2,369.3

 
$
4,852.3

 
$
4,700.6

Less net sales (intersegment):
 
 
 
 
 
 
 
Corrugated Packaging
$
36.5

 
$
28.9

 
$
66.2

 
$
57.5

Consumer Packaging
5.3

 
5.4

 
11.0

 
10.5

Merchandising Displays
4.6

 
3.9

 
9.0

 
8.1

Recycling
4.1

 
6.2

 
9.9

 
12.5

Total
$
50.5

 
$
44.4

 
$
96.1

 
$
88.6

Net sales (unaffiliated customers):
 
 
 
 
 
 
 
Corrugated Packaging
$
1,615.2

 
$
1,579.3

 
$
3,237.4

 
$
3,140.5

Consumer Packaging
484.0

 
462.9

 
950.4

 
910.6

Merchandising Displays
208.4

 
158.2

 
388.6

 
315.9

Recycling
86.0

 
124.5

 
179.8

 
245.0

Total
$
2,393.6

 
$
2,324.9

 
$
4,756.2

 
$
4,612.0

Segment income:
 
 
 
 
 
 
 
Corrugated Packaging
$
133.1

 
$
107.6

 
$
290.8

 
$
245.2

Consumer Packaging
49.3

 
50.5

 
106.9

 
105.4

Merchandising Displays
17.0

 
12.7

 
36.3

 
24.5

Recycling
2.8

 
3.5

 
2.9

 
7.8

Segment income
202.2

 
174.3

 
436.9

 
382.9

Restructuring and other costs, net
(14.2
)
 
(12.4
)
 
(31.8
)
 
(28.5
)
Non-allocated expenses
(19.0
)
 
(25.4
)
 
(39.0
)
 
(46.9
)
Interest expense
(23.2
)
 
(27.2
)
 
(47.2
)
 
(56.3
)
Loss on extinguishment of debt
—

 
(0.1
)
 
—

 
(0.3
)
Interest income and other expense, net
(0.2
)
 
(0.1
)
 
(1.0