Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Jun. 30, 2015 | Jul. 24, 2015 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | WRK | |
Entity Registrant Name | WestRock CO | |
Entity Central Index Key | 1,636,023 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 261,848,415 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - Rock-Tenn Company [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales | $ 2,538.9 | $ 2,530.9 | $ 7,508.7 | $ 7,287.1 |
Cost of goods sold | 2,012.6 | 2,041.3 | 6,055.8 | 5,922.5 |
Gross profit | 526.3 | 489.6 | 1,452.9 | 1,364.6 |
Selling, general and administrative expenses | 246.8 | 245.3 | 743.1 | 725.6 |
Pension lump sum settlement and retiree medical curtailment, net | (0.4) | 0 | 11.5 | 0 |
Restructuring and other costs, net | 13.1 | 13.3 | 35.7 | 45.1 |
Operating profit | 266.8 | 231 | 662.6 | 593.9 |
Interest expense | (22.6) | (23.9) | (68.9) | (71.1) |
Interest income and other income (expense), net | (0.7) | 0.1 | (1) | (0.9) |
Equity in income of unconsolidated entities | 2.7 | 4.1 | 7.3 | 7.3 |
Income before income taxes | 246.2 | 211.3 | 600 | 529.2 |
Income tax expense | (88.3) | (76.9) | (206.1) | (200.7) |
Consolidated net income | 157.9 | 134.4 | 393.9 | 328.5 |
Less: Net income attributable to noncontrolling interests | (1.5) | (1.1) | (2.6) | (2.7) |
Net income attributable to Rock-Tenn Company shareholders | $ 156.4 | $ 133.3 | $ 391.3 | $ 325.8 |
Basic earnings per share attributable to Rock-Tenn Company shareholders | $ 1.11 | $ 0.93 | $ 2.78 | $ 2.27 |
Diluted earnings per share attributable to Rock-Tenn Company shareholders | 1.10 | 0.91 | 2.74 | 2.23 |
Cash dividends paid per share | $ 0.3205 | $ 0.175 | $ 0.82855 | $ 0.525 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - Rock-Tenn Company [Member] - Equity Component [Domain] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated net income | $ 157.9 | $ 134.4 | $ 393.9 | $ 328.5 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation gain (loss) | 2.2 | 11.7 | (45) | (10.3) |
Defined benefit pension plans: | ||||
Net actuarial (loss) gain arising during the period | (0.5) | 0.2 | (3.3) | 0.2 |
Amortization and settlement recognition of net actuarial loss, included in pension cost | 6.3 | 2.3 | 29.1 | 7.5 |
Prior service credit (cost) arising during the period | 0.7 | (0.1) | (13.2) | (0.1) |
Amortization and curtailment recognition of prior service credit, included in pension cost | 0 | 0 | (4.9) | 0 |
Other comprehensive income (loss) | 8.7 | 14.1 | (37.3) | (2.7) |
Comprehensive income | 166.6 | 148.5 | 356.6 | 325.8 |
Less: Comprehensive income attributable to noncontrolling interests | (1.7) | (1.2) | (2.6) | (2.7) |
Comprehensive income attributable to Rock-Tenn Company shareholders | $ 164.9 | $ 147.3 | $ 354 | $ 323.1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 | |
Current assets: | |||
Note receivable | $ 10 | ||
Property, plant and equipment at cost: | |||
Assets | 10 | ||
Equity: | |||
Common stock | 10 | ||
Liabilities and Equity | 10 | ||
Rock-Tenn Company [Member] | |||
Current assets: | |||
Cash and cash equivalents | 43,200,000 | $ 32,600,000 | |
Restricted cash | 7,300,000 | 8,800,000 | |
Accounts receivable (net of allowances of $24.1 and $25.1) | 1,025,900,000 | 1,118,700,000 | |
Inventories | 996,200,000 | 1,029,200,000 | |
Other current assets | 232,200,000 | 243,200,000 | |
Total current assets | 2,304,800,000 | 2,432,500,000 | |
Property, plant and equipment at cost: | |||
Land and buildings | 1,287,900,000 | 1,280,500,000 | |
Machinery and equipment | 7,326,200,000 | 7,076,200,000 | |
Transportation equipment | 15,900,000 | 15,800,000 | |
Leasehold improvements | 25,000,000 | 25,000,000 | |
Property, plant and equipment, at cost | 8,655,000,000 | 8,397,500,000 | |
Less accumulated depreciation and amortization | (2,872,400,000) | (2,564,900,000) | |
Net property, plant and equipment | 5,782,600,000 | 5,832,600,000 | |
Goodwill | 1,919,500,000 | 1,926,400,000 | |
Intangibles, net | 621,900,000 | 691,100,000 | |
Other assets | 206,900,000 | 157,100,000 | |
Assets | 10,835,700,000 | 11,039,700,000 | |
Current liabilities: | |||
Current portion of debt | 129,000,000 | 132,600,000 | |
Accounts payable | 752,500,000 | 812,800,000 | |
Accrued compensation and benefits | 223,800,000 | 224,400,000 | |
Other current liabilities | 211,000,000 | 190,700,000 | |
Total current liabilities | 1,316,300,000 | 1,360,500,000 | |
Long-term debt due after one year | 2,514,500,000 | 2,852,100,000 | |
Pension liabilities, net of current portion | 946,400,000 | 1,090,900,000 | |
Postretirement benefit liabilities, net of current portion | 93,600,000 | 101,700,000 | |
Deferred income taxes | 1,227,500,000 | 1,132,800,000 | |
Other long-term liabilities | $ 166,600,000 | 180,600,000 | |
Commitments and contingencies (Note 13) | |||
Redeemable noncontrolling interests | $ 14,100,000 | 13,700,000 | |
Equity: | |||
Preferred stock, $0.01 par value; 50.0 million shares authorized; no shares outstanding | 0 | 0 | |
Common stock | 1,400,000 | 1,400,000 | |
Capital in excess of par value | 2,879,800,000 | 2,839,800,000 | |
Retained earnings | 2,207,400,000 | 1,960,900,000 | |
Accumulated other comprehensive loss | [1] | (532,500,000) | (495,300,000) |
Total Rock-Tenn Company shareholders’ equity | 4,556,100,000 | 4,306,800,000 | |
Noncontrolling interests | 600,000 | 600,000 | |
Total equity | 4,556,700,000 | 4,307,400,000 | |
Liabilities and Equity | $ 10,835,700,000 | $ 11,039,700,000 | |
[1] | All amounts are net of tax and noncontrolling interest. |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Jun. 30, 2015 | Sep. 30, 2014 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | |
Common Stock, Shares Authorized | 1,000 | |
Common Stock, Shares, Outstanding | 1,000 | |
Rock-Tenn Company [Member] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 24.1 | $ 25.1 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 175,000,000 | 175,000,000 |
Common Stock, Shares, Outstanding | 140,900,000 | 140,000,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - Rock-Tenn Company [Member] - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Consolidated net income | $ 393.9 | $ 328.5 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||
Depreciation and amortization | 459.5 | 433.3 |
Deferred income tax expense | 152.1 | 172.2 |
Share-based compensation expense | 28.5 | 29.4 |
Loss (gain) on disposal of plant, equipment and other, net | 1.3 | (0.7) |
Equity in income of unconsolidated entities | (7.3) | (7.3) |
Pension and other postretirement funding more than expense | (120.6) | (217.3) |
Impairment adjustments and other non-cash items | (3) | 7.8 |
Change in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 69 | 104 |
Inventories | (7.8) | (22.1) |
Other assets | (111.9) | (27.4) |
Accounts payable | (41.8) | (45.5) |
Income taxes | (10.5) | 4.8 |
Accrued liabilities and other | 15.2 | (10.6) |
Net cash provided by operating activities | 816.6 | 749.1 |
Investing activities: | ||
Capital expenditures | (358.9) | (377.7) |
Cash received (paid) for business acquisitions, net of cash acquired | 3.7 | (400.7) |
Return of capital from unconsolidated entities | 0.8 | 6.8 |
Proceeds from sale of subsidiary and affiliates | 0 | 6.8 |
Proceeds from sale of property, plant and equipment | 22.8 | 19.8 |
Proceeds from property, plant and equipment insurance settlement | 0 | 4.9 |
Net cash provided by (used for) investing activities | (331.6) | (740.1) |
Financing activities: | ||
Additions to revolving credit facilities | 180.7 | 202.9 |
Repayments of revolving credit facilities | (265.6) | (199.7) |
Additions to debt | 221.3 | 592.7 |
Repayments of debt | (473.9) | (450) |
Commercial card program | 2 | 0.8 |
Debt issuance costs | (0.1) | (0.4) |
Issuances of common stock, net of related minimum tax withholdings | (24.6) | (12.9) |
Purchases of common stock | (8.7) | (73.8) |
Excess tax benefits from share-based compensation | 16.7 | 14.9 |
Repayments to unconsolidated entity | (0.8) | (2.8) |
Cash dividends paid to shareholders | (116.6) | (76) |
Cash distributions paid to noncontrolling interests | (2.1) | (1.5) |
Net cash used for financing activities | (471.7) | (5.8) |
Effect of exchange rate changes on cash and cash equivalents | (2.7) | 0.4 |
Increase in cash and cash equivalents | 10.6 | 3.6 |
Cash and cash equivalents at beginning of period | 32.6 | 36.4 |
Cash and cash equivalents at end of period | 43.2 | 40 |
Supplemental disclosure of cash flow information: | ||
Income taxes, net of refunds | 47.6 | 10.6 |
Interest, net of amounts capitalized | $ 47 | $ 49.4 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Parentheticals) - Rock-Tenn Company [Member] - USD ($) $ in Millions | Jun. 30, 2014 |
Fair value of assets acquired, including goodwill | $ 447.7 |
Cash consideration, net of cash acquired | 401.3 |
Liabilities assumed | $ 46.4 |
General Discussion on Notes to
General Discussion on Notes to Consolidated Financial Statements | 9 Months Ended |
Jun. 30, 2015 | |
Nature of Operations | Unless the context otherwise requires, “ we ”, “ us ”, “ our ”, “ WestRock ” and “ the Company ” in the Notes to Condensed Consolidated Balance Sheet for WestRock contained herein refer to the business of WestRock and its wholly-owned subsidiaries prior to the consummation of the Combination on July 1, 2015 . WestRock was formed on March 6, 2015 for the purpose of effecting the Combination and, prior to the Combination, did not conduct any activities other than those incidental to its formation and the matters contemplated by the Business Combination Agreement in connection with the Combination. As a result, WestRock has a Condensed Consolidated Balance Sheet which reflects the 1,000 shares of WestRock Common Stock at a par value of $0.01 per share and no Condensed Consolidated Statement of Income, Condensed Consolidated Statement of Comprehensive Income or Condensed Consolidated Statement of Cash Flows as each had no activity in the periods presented. The business currently conducted by WestRock is the combined businesses conducted by RockTenn and MWV prior to the Combination. Prior to the Combination, RockTenn was one of North America’s leading providers of packaging solutions and manufacturers of containerboard and paperboard and operated locations in the United States, Canada, Mexico, Chile, Argentina and Puerto Rico. Prior to the Combination, MWV was a global packaging company providing innovative solutions to the world’s most admired brands in the healthcare, beauty and personal care, food, beverage, home and garden, tobacco, and agricultural industries. MWV also produced specialty chemicals for the automotive, energy, and infrastructure industries and sought to maximize the value of its development land holdings in the Charleston, South Carolina region. As discussed in the Explanatory Note, since the Combination closed after the end of the June 30, 2015 quarter covered by the Form 10-Q, the Form 10-Q reflects the results of WestRock for periods prior to the Combination. WestRock’s fiscal year end is September 30. The information contained in Appendix A reflects the results of RockTenn, the accounting acquirer, for periods prior to the Combination. |
Rock-Tenn Company [Member] | |
Nature of Operations | Unless the context otherwise requires, “ we ”, “ us ”, “ our ”, “ RockTenn ” and “ the Company ” in this Appendix A refer to the business of Rock-Tenn Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries prior to the Combination on July 1, 2015. We are one of North America’s leading providers of packaging solutions and manufacturers of containerboard and paperboard. We operate locations in the United States, Canada, Mexico, Chile, Argentina and Puerto Rico. |
Interim Financial Statements
Interim Financial Statements | 9 Months Ended |
Jun. 30, 2015 | |
Interim Financial Statements | Interim Financial Statements Our independent registered public accounting firm has not audited our accompanying interim balance sheet. In the opinion of our management, the Condensed Consolidated Balance Sheet reflects all adjustments, which are of a normal recurring nature, necessary for the fair presentation of our financial position. |
Rock-Tenn Company [Member] | |
Interim Financial Statements | Interim Financial Statements Our independent registered public accounting firm has not audited our accompanying interim financial statements. We derived the Condensed Consolidated Balance Sheet at September 30, 2014 from the audited Consolidated Financial Statements included in our Fiscal 2014 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 statements of income for the three and nine months ended June 30, 2015 and June 30, 2014 , our comprehensive income for the three and nine months ended June 30, 2015 and June 30, 2014 , our financial position at June 30, 2015 and September 30, 2014 , and our cash flows for the nine months ended June 30, 2015 and June 30, 2014 . We have condensed or omitted certain notes and other information from the interim financial statements presented in this Appendix A. Therefore, these interim statements should be read in conjunction with our Fiscal 2014 Form 10-K. The results for the three and nine months ended June 30, 2015 are not necessarily indicative of results that may be expected for the full year. |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Jun. 30, 2015 | |
New Accounting Standards | Recently Issued Standards In May 2015, the FASB issued ASU 2015-07 “ Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share”. This ASU amends ASC 820 “ Fair Value Measurement” and eliminates the requirement to categorize within the fair value hierarchy investments for which fair value is measured using the net asset value (or its equivalent) practical expedient. Investments for which fair value is measured at net asset value per share using the practical expedient should not be categorized in the fair value hierarchy. However, disclosures on investments for which fair value is measured at net asset value as a practical expedient should continue to be disclosed to help users understand the nature and risks of the investments and whether the investments, if sold, are probable of being sold at amounts different from net asset value. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. We currently expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption, applied retrospectively to all periods presented. We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-05 “ Customers Accounting for Fees Paid in a Cloud Computing Arrangement ”, which amends ASC 350 “ Intangibles--Goodwill and Other Internal-Use Software”. The ASU requires entities to record a software license intangible asset if a hosting arrangement for internal-use software allows the entity to take possession of the software, and it is feasible that the entity can run the software on its own hardware, or contract a vendor to host the software. These provisions are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. We currently expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption. We are currently evaluating the impact of these provisions. In April 2015, the FASB issued ASU 2015-04 “ Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets ”. This ASU amends ASC 715 “ Retirement Plans ” and allows entities to use a practical expedient to measure defined benefit plan assets and obligations using a month-end that is closest to the entity’s fiscal year end, as well as the option to use the closest date to a significant event when plan assets and obligations are remeasured. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We currently expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption. We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 “ Simplifying the Presentation of Debt Issuance Costs”, which amends certain provisions of ASC 835 “ Interest-Imputation of Interest ”. The ASU requires that debt issuance costs for a recorded liability be presented in the balance sheet as a reduction of the carrying amount of the debt. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. We expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption. We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02 “ Consolidation-Amendments to the Consolidation Analysis ”, which amends certain provisions of ASC 810 “ Consolidation ”. The amendment requires the consideration of additional criteria in (i) the analysis and determination of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities and (ii) primary beneficiary determinations. The ASU also eliminates certain fees from the consolidation analysis of reporting entities that are involved with variable interest entities. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. We expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption. We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In June 2014, the FASB issued ASU 2014-12 “ Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ”. This ASU amends ASC 718 “ Compensation - Stock Compensation ” and clarifies that a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition and impact compensation cost when it is probable the performance target will be achieved. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. We expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption. Based on our current stock compensation awards, we do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09 which is codified in ASC 606 “ Revenue from Contracts with Customers ” and supersedes both the revenue recognition requirement to ASC 605 “ Revenue Recognition ” and most industry-specific guidance. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the five steps set forth in ASC 606. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The ASU was scheduled to be effective for annual reporting periods, and for interim reporting periods within those annual reporting periods, beginning after December 15, 2016. However, in July 2015 the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date. As a result, we expect to adopt these provisions on October 1, 2018, including interim periods subsequent to the adoption date, which can be applied using a full retrospective or modified retrospective approach. The Company is currently evaluating the impact of these provisions. |
Rock-Tenn Company [Member] | |
New Accounting Standards | New Accounting Standards Recently Adopted Standards In April 2014, the FASB issued ASU 2014-08 “ Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ”. This ASU amends ASC 360 “ Property Plant and Equipment” and expands the disclosures for discontinued operations, and requires new disclosures for disposals of individually significant components that do not meet the new definition of a discontinued operation and are classified as assets held for sale. These provisions are effective for annual and interim periods beginning after December 15, 2014. We adopted these provisions on January 1, 2015, and the adoption did not have a material effect on our consolidated financial statements. Recently Issued Standards In May 2015, the FASB issued ASU 2015-07 “ Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share”. This ASU amends ASC 820 “ Fair Value Measurement” and eliminates the requirement to categorize within the fair value hierarchy investments for which fair value is measured using the net asset value (or its equivalent) practical expedient. Investments for which fair value is measured at net asset value per share using the practical expedient should not be categorized in the fair value hierarchy. However, disclosures on investments for which fair value is measured at net asset value as a practical expedient should continue to be disclosed to help users understand the nature and risks of the investments and whether the investments, if sold, are probable of being sold at amounts different from net asset value. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. We currently expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption, applied retrospectively to all periods presented. We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-05 “ Customers Accounting for Fees Paid in a Cloud Computing Arrangement ”, which amends ASC 350 “ Intangibles--Goodwill and Other Internal-Use Software”. The ASU requires entities to record a software license intangible asset if a hosting arrangement for internal-use software allows the entity to take possession of the software, and it is feasible that the entity can run the software on its own hardware, or contract a vendor to host the software. These provisions are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. We currently expect to adopt these provision on October 1, 2016, including interim periods subsequent to the date of adoption. We are currently evaluating the impact of these provisions. In April 2015, the FASB issued ASU 2015-04 “ Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets ”. This ASU amends ASC 715 “ Retirement Plans ” and allows entities to use a practical expedient to measure defined benefit plan assets and obligations using a month-end that is closest to the entity’s fiscal year end, as well as the option to use the closest date to a significant event when plan assets and obligations are remeasured. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We currently expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption. We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 “ Simplifying the Presentation of Debt Issuance Costs”, which amends certain provisions of ASC 835 “ Interest-Imputation of Interest ”. The ASU requires that debt issuance costs for a recorded liability be presented in the balance sheet as a reduction of the carrying amount of the debt. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. We expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption. We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02 “ Consolidation-Amendments to the Consolidation Analysis ”, which amends certain provisions of ASC 810 “ Consolidation ”. The amendment requires the consideration of additional criteria in (i) the analysis and determination of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities and (ii) primary beneficiary determinations. The ASU also eliminates certain fees from the consolidation analysis of reporting entities that are involved with variable interest entities. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. We expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption. We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In June 2014, the FASB issued ASU 2014-12 “ Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ”. This ASU amends ASC 718 “ Compensation - Stock Compensation ” and clarifies that a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition and impact compensation cost when it is probable the performance target will be achieved. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. We expect to adopt these provisions on October 1, 2016, including interim periods subsequent to the date of adoption. Based on our current stock compensation awards, we do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09 which is codified in ASC 606 “ Revenue from Contracts with Customers ” and supersedes both the revenue recognition requirement to ASC 605 “ Revenue Recognition ” and most industry-specific guidance. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the five steps set forth in ASC 606. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The ASU was scheduled to be effective for annual reporting periods, and for interim reporting periods within those annual reporting periods, beginning after December 15, 2016. However, in July 2015 the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date. As a result, we expect to adopt these provisions on October 1, 2018, including interim periods subsequent to the adoption date, which can be applied using a full retrospective or modified retrospective approach. The Company is currently evaluating the impact of these provisions. |
Equity and Other Comprehensive
Equity and Other Comprehensive Income | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Comprehensive Income and Equity Note | Equity and Other Comprehensive Income Equity The following is a summary of the changes in total equity for the nine months ended June 30, 2015 (in millions): Rock-Tenn Company Shareholders’ Equity Noncontrolling (1) Interests Total Equity Balance at September 30, 2014 $ 4,306.8 $ 0.6 $ 4,307.4 Net income 391.3 0.3 391.6 Other comprehensive loss, net of tax (37.2 ) — (37.2 ) Income tax benefit from share-based plans 16.7 — 16.7 Compensation expense under share-based plans 28.6 — 28.6 Cash dividends declared (per share - $0.82855) (2) (116.8 ) — (116.8 ) Cash distributions to noncontrolling interests — (0.3 ) (0.3 ) Issuance of Class A common stock, net of stock received for minimum tax withholdings (24.6 ) — (24.6 ) Purchases of Class A common stock (8.7 ) — (8.7 ) Balance at June 30, 2015 $ 4,556.1 $ 0.6 $ 4,556.7 (1) Excludes amounts related to contingently redeemable noncontrolling interests which are separately classified outside of permanent equity in the mezzanine section of the Condensed Consolidated Balance Sheets. (2) Includes cash dividends paid, and dividends declared but unpaid, related to the shares reserved but unissued to satisfy Smurfit-Stone bankruptcy claims. Stock Repurchase Plan Our board of directors has approved a stock repurchase plan that, prior to the Combination, allowed the repurchase of shares of our Common Stock over an indefinite period of time at the discretion of our management. Our stock repurchase plan was last amended in September 2014 following the August 27, 2014 two -for-one stock split of our Common Stock in the form of a 100% stock dividend to shareholders of record as of August 12, 2014 (the “ Stock Split ”). The stock repurchase plan allowed for the repurchase of up to a total of 16.9 million shares of Common Stock. Pursuant to that repurchase plan, in the nine months ended June 30, 2015 , we repurchased approximately 0.2 million shares for an aggregate cost of $8.7 million . As of June 30, 2015 , we had approximately 8.5 million shares of Common Stock available for repurchase under the plan. However, following the Combination, shares of Common Stock were suspended from trading on the NYSE prior to the open of trading on July 2, 2015. Accumulated Other Comprehensive Loss The tables below summarize the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended June 30, 2015 and June 30, 2014 (in millions): Deferred Loss on Cash Flow Hedges Defined Benefit Pension and Postretirement Plans Foreign Currency Items Total (1) Balance at September 30, 2014 $ (0.2 ) $ (498.2 ) $ 3.1 $ (495.3 ) Other comprehensive loss before reclassifications — (16.5 ) (44.5 ) (61.0 ) Amounts reclassified from accumulated other comprehensive loss — 23.8 — 23.8 Net current period other comprehensive income (loss) — 7.3 (44.5 ) (37.2 ) Balance at June 30, 2015 $ (0.2 ) $ (490.9 ) $ (41.4 ) $ (532.5 ) (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, 2013 $ (0.2 ) $ (332.9 ) $ 32.5 $ (300.6 ) Other comprehensive income (loss) before reclassifications — 0.2 (9.6 ) (9.4 ) Amounts reclassified from accumulated other comprehensive loss — 7.1 (0.4 ) 6.7 Net current period other comprehensive income (loss) — 7.3 (10.0 ) (2.7 ) Balance at June 30, 2014 $ (0.2 ) $ (325.6 ) $ 22.5 $ (303.3 ) (1) All amounts are net of tax and noncontrolling interest. The net of tax components were determined using effective tax rates averaging approximately 38% to 39% for each of the nine months ended June 30, 2015 and June 30, 2014 . Foreign currency translation gains and losses recorded in accumulated other comprehensive loss for the nine months ended June 30, 2015 and June 30, 2014 were primarily due to the change in the Canadian/U.S. dollar exchange rates. For the nine months ended June 30, 2015 , we recorded defined benefit net actuarial losses and prior service costs, net of tax, in other comprehensive income of $3.3 million and $13.2 million , respectively, primarily due to the partial settlement, plan amendments and curtailment of certain defined benefit plans. The deferred income tax expense associated with the net actuarial losses and prior service costs was $2.0 million and $8.3 million , respectively. The amounts reclassified out of accumulated other comprehensive loss into earnings for these events are summarized in the reclassifications tables below. For the three and nine months ended June 30, 2014 , there were no defined benefit plan net actuarial gains, losses or prior service costs arising during the period. The following tables summarize the reclassifications out of accumulated other comprehensive loss by component (in millions): Three Months Ended Three Months Ended June 30, 2015 June 30, 2014 Pretax Tax Net of Tax Pretax Tax Net of Tax Amortization of defined benefit pension and postretirement items (1) Actuarial losses (2) $ (9.9 ) $ 3.7 $ (6.2 ) $ (3.5 ) $ 1.4 $ (2.1 ) Total reclassifications for the period $ (9.9 ) $ 3.7 $ (6.2 ) $ (3.5 ) $ 1.4 $ (2.1 ) (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). Nine Months Ended Nine Months Ended June 30, 2015 June 30, 2014 Pretax Tax Net of Tax Pretax Tax Net of Tax Amortization of defined benefit pension and postretirement items (1) Actuarial losses (2) $ (46.2 ) $ 17.5 $ (28.7 ) $ (11.7 ) $ 4.5 $ (7.2 ) Prior service credits (2) 8.0 (3.1 ) 4.9 0.1 — 0.1 Subtotal defined benefit plans (38.2 ) 14.4 (23.8 ) (11.6 ) 4.5 (7.1 ) Foreign currency translation adjustments Sale of foreign subsidiary (3) — — — 0.4 — 0.4 Total reclassifications for the period $ (38.2 ) $ 14.4 $ (23.8 ) $ (11.2 ) $ 4.5 $ (6.7 ) (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. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Earnings Per Share | 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 and has been retroactively adjusted to reflect the Stock Split (in millions, except per share data): Three Months Ended Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Basic earnings per share: Numerator: Net income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.8 Less: Distributed and undistributed income available to participating securities — — — (0.1 ) Distributed and undistributed income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.7 Denominator: Basic weighted average shares outstanding 141.1 143.8 140.7 143.8 Basic earnings per share attributable to Rock-Tenn Company shareholders $ 1.11 $ 0.93 $ 2.78 $ 2.27 Diluted earnings per share: Numerator: Net income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.8 Less: Distributed and undistributed income available to participating securities — — — (0.1 ) Distributed and undistributed income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.7 Denominator: Basic weighted average shares outstanding 141.1 143.8 140.7 143.8 Effect of dilutive stock options and non-participating securities 1.6 2.2 2.0 2.4 Diluted weighted average shares outstanding 142.7 146.0 142.7 146.2 Diluted earnings per share attributable to Rock-Tenn Company shareholders $ 1.10 $ 0.91 $ 2.74 $ 2.23 Weighted average shares includes approximately 0.3 million of reserved, but unissued shares at each of June 30, 2015 and June 30, 2014 . 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 0.3 million and 0.4 million common shares in the three and nine months ended June 30, 2015 , and 0.7 million and 0.4 million common shares in the three and nine months ended June 30, 2014 , respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive. |
Acquisitions (Notes)
Acquisitions (Notes) | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Business Acquisition [Line Items] | |
Business Combination Disclosure [Text Block] | Acquisitions and Other Transactions AGI In-Store Acquisition On August 29, 2014, we acquired the stock of AGI In-Store, a manufacturer of permanent point-of-purchase displays and fixtures to the consumer products and retail industries. The purchase price was $69.9 million , net of cash acquired of $0.5 million and the collection of a previously accrued estimated working capital settlement. No debt was assumed. We acquired the AGI In-Store business as we believe it supports our strategy to provide a more holistic portfolio of innovative in-store marketing solutions, including “store-within-a-store” displays, and will enhance cross-selling opportunities and bolster our growing retail presence. We have included the results of AGI In-Store’s operations since the date of the acquisition in our condensed consolidated financial statements in our Merchandising Displays segment. The preliminary purchase price allocation for the acquisition included $26.0 million of customer relationship intangible assets, $13.2 million of goodwill and $5.9 million of liabilities. We are amortizing the customer relationship intangibles over 5 to 10.5 years on a straight-line basis because the amortization 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 AGI In-Store. We made an election under section 338(h)(10) of the Code that increased our tax basis in the acquired assets for an as yet to be determined amount of consideration not to exceed $2.0 million . We are in the process of finalizing the estimated fair values of the assets acquired and liabilities assumed, and therefore, the allocation of the purchase price is preliminary and subject to revision. The goodwill and intangibles will be amortizable for income tax purposes. Tacoma Mill Acquisition On May 16, 2014, we acquired certain assets and liabilities of the Tacoma Mill. The purchase price was $343.2 million , including an estimate of the expected working capital settlement. The purchase price was increased $2.6 million during the third quarter of fiscal 2015, the offset to which was primarily goodwill. We believe the Tacoma Mill, located in Tacoma, WA, is a strategic fit as the mill has improved our ability to satisfy West Coast customers and generate operating efficiencies across our containerboard system. We have included the results of the Tacoma Mill since the date of the acquisition in our condensed consolidated financial statements in our Corrugated Packaging segment. The purchase price allocation for the acquisition included $22.6 million for the fair value of an electrical cogeneration contract, $14.6 million of customer relationship intangible assets, $31.4 million of goodwill and $28.7 million of liabilities assumed. We are amortizing the electrical cogeneration contract over the contract life of 7.2 years and the customer relationship intangibles over 20 years based on a straight-line basis because the amortization 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 synergies) and the assembled work force of the Tacoma Mill. The goodwill and intangibles will be amortizable for income tax purposes. NPG Acquisition On December 20, 2013, we acquired the stock of NPG, a specialty display company. The purchase price was $59.6 million , net of cash acquired of $1.7 million and a 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 condensed consolidated financial statements in our Merchandising Displays segment. The final purchase price allocation for the acquisition included $14.5 million of customer relationship intangible assets, $27.9 million of goodwill and $19.5 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. The goodwill and intangibles resulting from the acquisition will not be amortizable for tax purposes. |
Restructuring and Other Costs,
Restructuring and Other Costs, Net | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Other Costs, Net | Restructuring and Other Costs, Net Summary of Restructuring and Other Initiatives We recorded pre-tax restructuring and other costs, net, of $13.1 million and $13.3 million for the three months ended June 30, 2015 and June 30, 2014 , respectively, and recorded pre-tax restructuring and other costs, net, of $35.7 million and $45.1 million for the nine months ended June 30, 2015 and June 30, 2014 , 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 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. 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 assets and production to our other plants. We believe these actions have allowed us to more effectively manage our business. While restructuring costs are not charged to our segments and therefore do not reduce segment income, we highlight the segment to which the charges relate. 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 nine months ended June 30, 2015 and June 30, 2014 , the cumulative recorded amount since we started the initiatives, 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. $ (2.7 ) $ 0.2 $ 0.1 $ 0.3 $ — $ (2.1 ) YTD Fiscal 2015 (1.5 ) 0.2 0.5 1.6 0.1 0.9 Prior Year Qtr. 0.2 (0.2 ) 0.8 0.7 — 1.5 YTD Fiscal 2014 2.7 1.2 2.5 3.2 0.3 9.9 Cumulative 29.8 29.4 7.5 12.6 5.5 84.8 Expected Total 29.8 29.4 7.6 12.8 5.5 85.1 Consumer Packaging (c) Current Qtr. (0.1 ) — (0.1 ) 0.4 — 0.2 YTD Fiscal 2015 0.2 0.2 0.1 0.6 0.2 1.3 Prior Year Qtr. — — — — — — YTD Fiscal 2014 — (0.1 ) — 0.1 — — Cumulative 4.8 1.8 0.7 0.9 0.4 8.6 Expected Total 4.8 1.8 0.7 0.9 0.4 8.6 Recycling (d) Current Qtr. 0.2 — 0.3 0.3 0.1 0.9 YTD Fiscal 2015 0.6 — 0.3 0.9 1.1 2.9 Prior Year Qtr. 1.5 — 0.1 0.3 1.3 3.2 YTD Fiscal 2014 5.6 — 0.6 1.1 3.5 10.8 Cumulative 12.5 1.3 1.0 3.4 7.7 25.9 Expected Total 12.5 1.3 1.3 3.6 7.9 26.6 Other (e) Current Qtr. 0.2 0.6 — — 13.3 14.1 YTD Fiscal 2015 0.2 0.6 — — 29.8 30.6 Prior Year Qtr. — — — — 8.6 8.6 YTD Fiscal 2014 — — — — 24.4 24.4 Cumulative 0.3 0.8 0.1 — 175.6 176.8 Expected Total 0.3 0.8 0.1 — 175.6 176.8 Total Current Qtr. $ (2.4 ) $ 0.8 $ 0.3 $ 1.0 $ 13.4 $ 13.1 YTD Fiscal 2015 $ (0.5 ) $ 1.0 $ 0.9 $ 3.1 $ 31.2 $ 35.7 Prior Year Qtr. $ 1.7 $ (0.2 ) $ 0.9 $ 1.0 $ 9.9 $ 13.3 YTD Fiscal 2014 $ 8.3 $ 1.1 $ 3.1 $ 4.4 $ 28.2 $ 45.1 Cumulative $ 47.4 $ 33.3 $ 9.3 $ 16.9 $ 189.2 $ 296.1 Expected Total $ 47.4 $ 33.3 $ 9.7 $ 17.3 $ 189.4 $ 297.1 (a) We have defined “ Net Property, Plant and Equipment ” as used in this Note 6 to represent property, plant and equipment impairment losses, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment and related parts and supplies, and accelerated depreciation on such assets, if any. (b) The Corrugated Packaging segment current quarter and year to date charges primarily reflect on-going closure costs at previously closed facilities net of asset sales. The prior year quarter and prior 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 cumulative charges primarily reflect charges associated with the closure of corrugated container plants and the closure of the Matane, Quebec containerboard mill, including gains and losses associated with the sale of assets associated with the closures. We have transferred a substantial portion of each closed facility's production to our other facilities. (c) The Consumer Packaging segment current quarter and year to date charges are primarily associated with on-going closure activity at previously closed facilities including the Cincinnati, OH specialty recycled paperboard mill. The prior year quarter and prior year to date charges primarily reflect on-going closure activity at two previously closed converting facilities. The cumulative charges primarily reflect charges associated with the closure of converting facilities and a specialty recycled paperboard mill. We have transferred a substantial portion of each closed facility’s production to our other facilities. (d) The Recycling segment current quarter and year to date charges are primarily associated with the on-going closure costs at previously closed facilities. The prior year quarter and prior year to date charges primarily reflect charges associated with the on-going closure costs and impairment and fair value adjustments for assets at previously closed facilities. The cumulative charges primarily reflect the charges associated with the closure of collection facilities, including gains and losses associated with the sale of assets associated with the closures. (e) The expenses in the “Other” segment primarily reflect costs that we consider as Corporate, including the “Other Costs” column that primarily reflects acquisition and integration costs incurred in business combinations such as the Smurfit-Stone Acquisition and the merger with MWV. 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. $ 2.2 $ 11.1 $ 13.3 YTD Fiscal 2015 $ 13.0 $ 16.8 $ 29.8 Prior Year Qtr. $ 3.1 $ 5.5 $ 8.6 YTD Fiscal 2014 $ 5.9 $ 18.5 $ 24.4 Acquisition expenses include expenses associated with mergers. acquisitions or other business combinations, whether consummated or not, including the transaction with MWV, as well as litigation expenses associated with acquisitions and business combinations, 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 acquisition / merger integration, such as 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 integration activities related to the Smurfit-Stone Acquisition to be completed by the end of fiscal 2015. 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): Nine Months Ended June 30, 2015 2014 Accrual at beginning of fiscal year $ 10.9 $ 21.8 Additional accruals 0.9 2.3 Payments (6.5 ) (11.4 ) Adjustment to accruals 0.8 0.3 Accrual at June 30 $ 6.1 $ 13.0 Reconciliation of accruals and charges to restructuring and other costs, net: Nine Months Ended June 30, 2015 2014 Additional accruals and adjustments to accruals (see table above) $ 1.7 $ 2.6 Acquisition expenses 13.0 5.9 Integration expenses 16.9 18.2 Net property, plant and equipment (0.5 ) 8.3 Severance and other employee expense 0.4 0.7 Equipment and inventory relocation costs 0.9 3.1 Facility carrying costs 3.1 4.4 Other expense 0.2 1.9 Total restructuring and other costs, net $ 35.7 $ 45.1 |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Entity Information [Line Items] | |
Tax Provision | Income Taxes The effective tax rates for the three and nine months ended June 30, 2015 were 35.9% and 34.4% , respectively. The effective tax rates for the three and nine months ended June 30, 2014 were 36.4% and 37.9% , respectively. The effective tax rates for the three and nine months ended June 30, 2015 were different than the statutory rate primarily due to the impact of state taxes, the ability to claim the domestic manufacturer’s deduction against U.S. taxable earnings and a tax rate differential with respect to foreign earnings. The effective tax rates for the three and nine months ended June 30, 2014 were different than the statutory rate primarily due to the impact of state taxes and a tax rate differential with respect to foreign earnings. The three months ended June 30, 2015, also included charges related to a return to provision true-up. In addition, the nine months ended June 30, 2014 included a $9.6 million charge to income tax expense recorded in the second quarter of fiscal 2014 to reflect 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. |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Inventory [Line Items] | |
Inventories | Inventories We value substantially all of our U.S. inventories at the lower of cost or market, with cost determined on the LIFO inventory valuation method, which we believe generally results in a better matching of current costs and revenues than under the 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): June 30, September 30, Finished goods and work in process $ 387.6 $ 421.8 Raw materials 468.0 465.7 Spare parts and supplies 220.9 225.3 Inventories at FIFO cost 1,076.5 1,112.8 LIFO reserve (80.3 ) (83.6 ) Net inventories $ 996.2 $ 1,029.2 |
Debt
Debt | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Debt Instrument [Line Items] | |
Debt Disclosure | Debt At June 30, 2015 , our Credit Facility and Our 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 2014 Form 10-K. The following were individual components of debt (in millions): June 30, September 30, 4.45% notes due March 2019 $ 349.8 $ 349.8 3.50% notes due March 2020 348.1 347.9 4.90% notes due March 2022 399.5 399.4 4.00% notes due March 2023 347.3 347.0 Term loan facility 886.4 947.5 Revolving credit and swing facilities 29.0 120.3 Receivables-backed financing facility 270.0 460.0 Other debt 13.4 12.8 Total debt 2,643.5 2,984.7 Less current portion of debt 129.0 132.6 Long-term debt due after one year $ 2,514.5 $ 2,852.1 A portion of the debt classified as long-term, principally our Credit Facility and Receivables Facility, 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. We test and report our compliance with these covenants as required and are in compliance with all of our covenants at June 30, 2015 . Term Loan and Revolving Credit Facility On September 27, 2012, we entered into a 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. At June 30, 2015 , we had $37.5 million of outstanding letters of credit not drawn upon and available borrowings under the revolving credit portion of the Credit Facility exceeded $1.4 billion . However, as the Combination closed on July 1, 2015, we terminated and repaid our existing Credit Facility, and WestRock entered into new credit facilities. Receivables-Backed Financing Facility On September 15, 2014, we amended our Receivables Facility which extended the maturity date from December 18, 2015 to October 24, 2017 and maintained the size of the facility at $700.0 million . 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 0.89% and 0.89% as of June 30, 2015 and September 30, 2014 , respectively. The commitment fee for this facility was 0.25% and 0.25% as of June 30, 2015 and September 30, 2014 , respectively. At June 30, 2015 and September 30, 2014 , maximum available borrowings, excluding amounts outstanding, under this facility were approximately $566.3 million and $647.7 million , respectively. The carrying amount of accounts receivable collateralizing the maximum available borrowings at June 30, 2015 was approximately $759.9 million . We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the securitization agreement. Our Receivables Facility includes a “change of control” default/termination provision and, accordingly, we amended the facility in connection with the Combination to allow for the change of control and to make other immaterial amendments. |
Fair Value
Fair Value | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair Value | 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 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 2014 Form 10-K and the fair value of our long-term debt below. We have, or from time to time may have, various assets or liabilities whose fair value are not significant, such as 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 following table summarizes the carrying amount and estimated fair value of our long-term debt (in millions): June 30, 2015 September 30, 2014 Carrying Amount Fair Value Carrying Amount Fair Value March 2019 Notes (1) $ 349.8 $ 372.8 $ 349.8 $ 376.1 March 2020 Notes (1) 348.1 358.0 347.9 357.5 March 2022 Notes (1) 399.5 433.3 399.4 430.0 March 2023 Notes (1) 347.3 354.4 347.0 357.9 Term loan facilities (2) 886.4 886.4 947.5 947.5 Revolving credit and swing facilities (2) 29.0 29.0 120.3 120.3 Receivables-backed financing facility (2) 270.0 270.0 460.0 460.0 Other debt (2)(3) 13.4 14.6 12.8 13.0 Total debt $ 2,643.5 $ 2,718.5 $ 2,984.7 $ 3,062.3 (1) Fair value is categorized as level 2 within the fair value hierarchy since the notes trade infrequently. Fair value is based on quoted market prices. (2) Fair value approximates the carrying amount as the variable interest rates reprice frequently at observable current market rates. As such, fair value is categorized as level 2 within the fair value hierarchy. (3) Fair value for certain debt is estimated based on the discounted value of future cash flows using observable current market interest rates offered for debt of similar credit risk and maturity. As such, fair value is categorized as level 2 within the fair value hierarchy. 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 to a third party financial institution all of the short term receivables generated from certain customer trade accounts, on a revolving basis, 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 . Subsequently, on February 27, 2015, the A/R Sales Agreement was amended to increase the maximum amount of receivables to $300 million . The following table represents a summary of the activity under the A/R Sales Agreement for the nine months ended June 30, 2015 and June 30, 2014 (in millions): Nine Months Ended June 30, 2015 2014 Balance at beginning of fiscal year $ 10.4 $ — Receivables sold and derecognized 897.6 581.3 Receivables collected by third party institution (797.2 ) (431.8 ) Cash proceeds from financial institution (66.4 ) (141.3 ) Receivable from financial institution at June 30, $ 44.4 $ 8.2 Cash proceeds related to these 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 recorded in interest income and other income (expense), net and is not material as it is currently less than 1% per annum of the receivables sold for the nine months ended June 30, 2015 and June 30, 2014 . 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. 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 nine months ended June 30, 2015 and June 30, 2014 , 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. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Retirement Plans | Retirement Plans We have defined benefit pension plans and other postretirement plans primarily 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 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 2014 Form 10-K. The following table represents a summary of the components of net pension cost (in millions): Three Months Ended Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Service cost $ 7.0 $ 4.3 $ 22.6 $ 20.0 Interest cost 45.1 53.0 141.5 162.5 Expected return on plan assets (61.3 ) (62.6 ) (187.6 ) (189.7 ) Amortization of net actuarial loss 10.0 4.6 27.1 13.3 Amortization of prior service cost 0.9 0.3 2.0 0.9 Settlement loss recognized — 0.1 20.0 0.1 Company defined benefit plan expense 1.7 (0.3 ) 25.6 7.1 Multiemployer and other plans 1.5 1.8 4.3 5.0 Net pension cost $ 3.2 $ 1.5 $ 29.9 $ 12.1 During the three and nine months ended June 30, 2015 , we made contributions of $72.9 million and $131.1 million respectively, to our qualified pension and supplemental defined benefit plans. In contemplation of the transaction with MWV, certain of our U.S. qualified defined benefit pension plans were consolidated into the Rock-Tenn Company Consolidated Pension Plan during the three months ended March 31, 2015. Following the merger, WestRock merged the MWV U.S. qualified defined benefit pension plans into the Rock-Tenn Company Consolidated Pension Plan, and renamed the merged plan the WestRock Company Consolidated Pension Plan. The merged plan is over funded. Excluding the aforementioned pension plans, we expect to make future contributions to our underfunded plans in Canada in the coming years in order to ensure that our funding level remains adequate. During the three and nine months ended June 30, 2014 , we funded an aggregate of $128.0 million and $218.8 million , respectively, to our qualified and supplemental defined benefit pension plans. During the first quarter of fiscal 2015, we partially settled obligations of one of our defined benefit pension plans through lump sum payments to certain eligible former employees who were not currently receiving a monthly benefit. Eligible former employees whose present value of future pension benefits exceeded a certain minimum threshold had the option to either voluntarily accept lump sum payments or to not accept the offer (the “ Pension Offer ”) and continue to be entitled to their monthly benefit upon retirement. Former employees with an aggregate pension benefit obligation of $163.7 million accepted the Pension Offer. Lump sum payments of $135.1 million were made out of existing plan assets. The settlement resulted in a gain of $28.6 million that was more than offset by the loss on remeasurement of the pension benefit obligation of approximately $32.5 million due primarily to the impact of a lower discount rate and mortality table changes. As a result, we recorded a net $3.9 million loss to other comprehensive income. The settlement also resulted in a $20.0 million pre-tax non-cash charge to earnings, which is included in the line item “Pension lump sum settlement and retiree medical curtailment, net” on our Condensed Consolidated Statements of Income. The impact of the settlement is included in the net periodic pension cost table above. As a result of the remeasurement, the pension benefit obligation increased $22.1 million due to changes in coverage for certain employees covered by the United Steelworkers master agreement as discussed below, with an offset recorded to the unrecognized prior service cost component of other comprehensive income. 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 Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Service cost $ 0.1 $ 0.2 $ 0.4 $ 0.8 Interest cost 1.1 1.2 3.2 4.2 Amortization of net actuarial gain (0.2 ) (1.1 ) (0.8 ) (1.4 ) Amortization of prior service credit (0.4 ) (0.3 ) (1.4 ) (1.0 ) Curtailment gain recognized (0.4 ) — (8.5 ) — Postretirement plan expense (income) $ 0.2 $ — $ (7.1 ) $ 2.6 During the three and nine months ended June 30, 2015 , we funded an aggregate of $2.3 million and $8.0 million , respectively, to our postretirement benefit plans. During the three and nine months ended June 30, 2014 , we contributed an aggregate of $2.5 million and $8.2 million , respectively, to our postretirement benefit plans. During the first quarter of fiscal 2015, we entered into a master agreement with the United Steelworkers Union that applied to substantially all of our facilities they represent. The agreement has a six year term and covers a number of specific items such as wages, medical coverage and certain other benefit programs. Individual facilities will continue to have local agreements for subjects not covered by the master agreement and those agreements will continue to have staggered terms. During the first quarter of fiscal 2015, changes in retiree medical coverage for certain employees covered by the United Steelworkers master agreement resulted in the recognition of an estimated $8.1 million pre-tax non-cash curtailment gain included in the line item “Pension lump sum settlement and retiree medical curtailment, net” on our Condensed Consolidated Statements of Income, which was subsequently adjusted in the third quarter of fiscal 2015 to $8.5 million . The aggregate postretirement benefit obligation decreased $0.6 million as a result of the curtailment. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Share-Based Compensation Stock Options Options granted under our plans generally 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 2015, we granted options to purchase 257,080 shares of our Common Stock to certain employees. These grants were valued at $24.93 per share using the Black-Scholes option pricing model. The approximate assumptions used were: an expected term of 7.1 years; an expected volatility of 40.9% ; expected dividends of 1.4% ; and a risk free rate of 2.0% . We amortize these costs using the accelerated attribution method for options with ratable vesting. The aggregate intrinsic value of options exercised during the three months ended June 30, 2015 and June 30, 2014 was $1.0 million and $1.4 million , respectively. The aggregate intrinsic value of options exercised during the nine months ended June 30, 2015 and June 30, 2014 was $4.7 million and $17.1 million , respectively. The table below summarizes the changes in all stock options during the nine months ended June 30, 2015 : Shares 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 (1) 257,080 64.90 Exercised (125,304 ) 27.57 Forfeited (26,440 ) 44.37 Outstanding at June 30, 2015 2,179,980 $ 34.70 4.9 $ 56.8 Exercisable at June 30, 2015 1,365,420 $ 24.70 3.6 $ 48.5 (1) As a result of the Combination, stock options granted to employees in fiscal 2015 will be prorated with the employee receiving approximately 16.6% of the target award in accordance with the terms in the award document. 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, 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. During the second quarter of fiscal 2015, pursuant to our 2004 Incentive Stock Plan, as amended, we granted 15,255 shares of restricted stock to our non-employee directors and we granted target awards of 388,210 shares of restricted stock to certain of our employees. The aggregate fair value of restricted stock that vested during the three and nine months ended June 30, 2015 was $0.1 million and $82.4 million , respectively. The aggregate fair value of restricted stock that vested during each of the three and nine months ended June 30, 2014 was $28.5 million . The table below summarizes the changes in unvested restricted stock awards during the nine months ended June 30, 2015 : Shares Weighted Average Grant Date Fair Value Unvested at September 30, 2014 1,745,360 $ 40.39 Granted (1) 1,027,715 44.66 Vested (1,269,030 ) 32.00 Forfeited (60,230 ) 45.59 Unvested at June 30, 2015 (2) 1,443,815 $ 50.58 (1) Fiscal 2015 target awards to employees of 386,730 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% . As a result of the Combination, target awards granted to employees in fiscal 2015 will be 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 subsequently determined in accordance with the applicable grant letter to be attained at 146.5% of target. During fiscal 2015, restricted shares granted in fiscal 2012 achieved the performance condition based on the Cash Flow to Equity Ratio (as defined in the applicable grant letter) at 200% of target. This achievement resulted in the issuance and vesting of an additional 624,250 shares in fiscal 2015. (2) Target awards granted to employees in fiscal 2014 and 2013, net of subsequent forfeitures, were 451,460 and 563,900 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% . In connection with the Combination, the performance period applicable to each award ended and the performance goals were subsequently determined in accordance with the applicable grant letter to be attained at 176.6% and 200.0% of target for the fiscal 2014 and 2013 grants, respectively. 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 2014 Form 10-K. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Loss Contingencies [Line Items] | |
Commitments and Contingencies | 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 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 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. 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 certain facilities that emit GHG. However, on June 23, 2014, the U.S. Supreme Court issued a decision holding that the EPA may not treat GHG emissions as an air pollutant for purposes of determining whether a source is a major source required to obtain a PSD or Title V permit. The Supreme Court also said that the EPA could continue to require that PSD permits otherwise required based on emissions of conventional pollutants contain limitations on GHG emissions based on the application of best available control technology. The EPA is continuing to examine the implications of the Supreme Court’s decision, including how the EPA will need to revise its permitting regulations and related impacts to state programs. 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 among California and certain 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 regional 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 GHG, 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 additional capital expenditures and/or operating costs could increase materially. On October 1, 2010, our Hopewell, VA containerboard mill received a NOV from EPA Region III alleging certain violations of regulations that require treatment of kraft pulping condensates. The Company and the government have agreed in principle on the terms of the settlement to resolve the allegations set forth in the NOV. We expect to finalize the settlement in the fourth quarter of fiscal 2015 and do not believe that any fines or compliance obligations required as a condition of settlement will 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 proceedings and claim that are 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 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 PRPs and 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 and certain of its subsidiaries filed a voluntary petition for relief under Chapter 11 of the U.S. 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 facilities formerly owned or operated by 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 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 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 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 June 30, 2015 , we had approximately $3.9 million reserved for environmental liabilities on an undiscounted basis, of which $2.4 million is included in other long-term liabilities and $1.5 million in other current liabilities. We believe the liability for these matters was adequately reserved at June 30, 2015 . Litigation In late 2010, Smurfit-Stone was one of nine U.S. and Canadian containerboard producers named as defendants in a lawsuit, in the U.S. 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 ”). Plaintiffs have since amended their complaint by alleging a class period from February 15, 2004 through November 8, 2010. 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. At this stage of the lawsuit, the court has granted the Plaintiffs’ motion for class certification and the class defendants, including RockTenn, have filed a petition to appeal that decision. We believe the allegations are without merit and will defend this lawsuit vigorously. However, at this stage of the litigation, 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 June 30, 2015 : • we have a 49% ownership interest in Seven Hills. The joint venture partners guarantee funding of net losses in proportion to their share of ownership; • we have a wood chip processing contract with minimum purchase commitments which expires in 2017. As part of the agreement, we guarantee the third party contractors’ debt outstanding and have a security interest in the chipping equipment. At June 30, 2015 , the maximum potential amount of future payments related to the guarantee was approximately $4 million , which decreases ratably over the life of the contract. In the event the guarantee on the contract is called, proceeds from the liquidation of the chipping equipment would be based on then current market value and we may not recover in full the guarantee payments made; • as part of acquisitions, we have acquired unconsolidated entities for which we guarantee approximately $4 million in debt, primarily for bank loans; and • we lease certain manufacturing and warehousing facilities and equipment under various operating leases. A substantial number of these leases require us to indemnify the lessor in the event that additional taxes are assessed due to a change in the tax law. We are unable to estimate our maximum exposure under these leases because it is dependent on changes in the tax law. 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, 2018. 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 $7 million at June 30, 2015 , which would result in a purchase price of approximately 44% of our partner’s net equity reflected on Seven Hills’ June 30, 2015 balance sheet. |
Segment Information
Segment Information | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Segment Reporting Information [Line Items] | |
Segment Information | Segment Information We 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. Certain income and expenses are not allocated to our segments, thus, the information that management uses to make operating decisions and assess 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. The following table shows selected operating data for our segments (in millions): Three Months Ended Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Net sales (aggregate): Corrugated Packaging $ 1,798.5 $ 1,774.2 $ 5,294.6 $ 5,077.8 Consumer Packaging 497.7 497.0 1,462.1 1,458.4 Merchandising Displays 195.3 225.1 646.1 622.7 Recycling 92.4 85.4 248.5 275.1 Total $ 2,583.9 $ 2,581.7 $ 7,651.3 $ 7,434.0 Less net sales (intersegment): Corrugated Packaging $ 27.9 $ 34.9 $ 91.1 $ 101.1 Consumer Packaging 7.6 6.9 21.3 17.9 Merchandising Displays 4.1 3.7 14.4 12.7 Recycling 5.4 5.3 15.8 15.2 Total $ 45.0 $ 50.8 $ 142.6 $ 146.9 Net sales (unaffiliated customers): Corrugated Packaging $ 1,770.6 $ 1,739.3 $ 5,203.5 $ 4,976.7 Consumer Packaging 490.1 490.1 1,440.8 1,440.5 Merchandising Displays 191.2 221.4 631.7 610.0 Recycling 87.0 80.1 232.7 259.9 Total $ 2,538.9 $ 2,530.9 $ 7,508.7 $ 7,287.1 Segment income: Corrugated Packaging $ 214.5 $ 179.8 $ 567.4 $ 470.6 Consumer Packaging 66.0 59.6 166.3 166.5 Merchandising Displays 11.9 21.4 23.0 57.7 Recycling 2.5 2.1 3.9 5.0 Segment income 294.9 262.9 760.6 699.8 Pension lump sum settlement and retiree medical curtailment, net 0.4 — (11.5 ) — Restructuring and other costs, net (13.1 ) (13.3 ) (35.7 ) (45.1 ) Non-allocated expenses (12.7 ) (14.5 ) (43.5 ) (53.5 ) Interest expense (22.6 ) (23.9 ) (68.9 ) (71.1 ) Interest income and other income (expense), net (0.7 ) 0.1 (1.0 ) (0.9 ) Income before income taxes 246.2 211.3 600.0 529.2 Income tax expense (88.3 ) (76.9 ) (206.1 ) (200.7 ) Consolidated net income 157.9 134.4 393.9 328.5 Less: Net income attributable to noncontrolling interests (1.5 ) (1.1 ) (2.6 ) (2.7 ) Net income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.8 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2015 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | Subsequent Events On July 1, 2015 , pursuant to the Business Combination Agreement, RockTenn and MWV completed a strategic combination of their respective businesses. Pursuant to the Business Combination Agreement, (i) RockTenn Merger Sub was merged with and into the RockTenn, with the 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. RockTenn is the accounting acquirer. We believe the Combination will combine two industry leaders to create a premier global provider of consumer and corrugated packaging solutions. The merger consideration is currently estimated at $8,287.4 million . In connection with the Combination, RockTenn shareholders received in the aggregate approximately 130.4 million shares of WestRock Common Stock and approximately $667.8 million in cash. At the effective time of the Combination, each share of common stock, par value $0.01 per share, of MWV issued and outstanding immediately prior to the effective time of the Combination was converted into the right to receive 0.78 shares of WestRock Common Stock. In the aggregate, MWV stockholders received approximately 131.2 million shares of WestRock Common Stock (which includes shares issued under certain MWV equity awards that vested as a result of the Combination). Included in the merger consideration is approximately $211.5 million related to outstanding MWV equity awards that were replaced with WestRock equity awards with identical terms. We expect to report future financial results in four reportable segments which represent the aggregation of similar operations across RockTenn and MWV: Corrugated Packaging, Consumer Packaging, Specialty Chemicals, and Land and Development. Corrugated Packaging will consist of corrugated mill and packaging operations in North America, Brazil and India, and our recycling operations, which reflect the combination of RockTenn’s Corrugated Packaging and Recycling segments with MWV’s Industrial segment. Consumer Packaging will consist of consumer mills, folding carton, beverage, merchandising displays, home, health and beauty dispensing, and partition operations, which reflects the combination of MWV’s Food & Beverage and Home, Health & Beauty segments and RockTenn’s Consumer Packaging and Merchandising Displays segments. Specialty Chemicals is the MWV segment that manufactures and distributes specialty chemicals for the transportation, energy, and infrastructure industries. Land and Development is the MWV Community Development and Land Management segment that develops and sells real estate primarily in the Charleston, South Carolina market. WestRock intends to complete the separation of its specialty chemicals business through a spin-off or other alternative transaction in the first quarter of 2016. However, there can be no assurance of the timeframe in which the separation will occur or that the separation will occur at all. Preliminary Allocation of Merger Consideration We are in the process of analyzing the estimated fair values of all assets acquired and liabilities assumed including, among other things, obtaining third-party valuations of certain tangible and intangible assets as well as the fair value of certain contracts and certain tax balances. Thus, the allocation of the merger consideration and lives assigned is preliminary and subject to material revision as additional information is obtained during the measurement period. Also, due to the limited time since the Combination, and the on-going valuation work, we are unable to provide the pro forma revenue and earnings of the combined entity. We will include this information in our next SEC filing, our Fiscal 2015 Form 10-K. The following table summarizes our current estimate of the estimated fair values of the assets acquired and liabilities assumed upon the consummation of the Combination. Opening balance effective July 1, 2015 (in millions): Cash and cash equivalents $ 265.7 Current assets, excluding cash and cash equivalents 1,831.7 Property, plant, equipment and forestlands 4,041.5 Prepaid pension asset 1,407.8 Goodwill 3,845.9 Intangible assets 2,917.4 Restricted assets held by special purpose entities 1,302.0 Other long-term assets 373.6 Total assets acquired $ 15,985.6 Current portion of debt $ 62.3 Current liabilities 1,004.8 Long-term debt due after one year 2,081.9 Non-recourse liabilities held by special purpose entities 1,181.0 Accrued pension and other long-term benefits 230.6 Deferred income tax liabilities 2,515.7 Other long-term liabilities 447.9 Noncontrolling interest 174.0 Total liabilities and noncontrolling interest assumed $ 7,698.2 Net assets acquired $ 8,287.4 The preliminary allocation of merger consideration for the transaction includes, among other things: • $2,807.5 million of customer relationships which will be amortized over a range of 18 to 21 years based on a straight-line basis because the amortization pattern is not reliably determinable; • $51.9 million of trademarks which will be amortized over 5 years; • $55.6 million of patents which will be amortized over a range of 3 to 15 years; • $38.5 million of unfavorable contracts which will be amortized over 1 to 9 years; and • a $337.5 million adjustment to increase the carrying value of the debt assumed to fair value, the adjustment will be amortized over 1 to 32 years. The preliminary estimated fair value assigned to goodwill of $3,845.9 million is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced geographic reach of the combined organization and increased vertical integration and synergistic opportunities) and the assembled work force of MWV. As the transaction closed on July 1, 2015 , we expect to incur additional merger-related expenses primarily in the quarter ending September 30, 2015 related to the transaction, including expensing an estimated $106.2 million for inventory stepped-up to fair value. Credit Agreement In connection with the Combination, on July 1, 2015 , WestRock entered into a credit agreement (the “ Credit Agreement ”) among the Company, as borrower, RockTenn Company of Canada Holdings Corp./Compagnie de Holdings RockTenn du Canada Corp., a Nova Scotia unlimited liability company (“ RockTenn Canada ”), as Canadian borrower, the other borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and multicurrency agent for a syndicate of lenders. The Credit Agreement provides for a 5 -year senior unsecured term loan in an aggregate principal amount of $2.3 billion ( $1.1 billion of which can be drawn on a delayed draw basis not later than nine months after the closing of the Credit Agreement in up to two separate draws) (the “ Term Loan Facility ”) and a 5 -year senior unsecured revolving credit facility in an aggregate committed principal amount of $2.0 billion (the “ Revolving Credit Facility ” and, together with the Term Loan Facility, the “ Credit Facilities ”). Certain proceeds of the Credit Facilities were used to repay certain indebtedness of the Company’s subsidiaries at the time of the Combination, including the then existing RockTenn credit facility, and to pay fees and expenses incurred in connection with the Combination. On July 1, 2015 , after giving effect to the refinancing described above, WestRock had more than $3.5 billion of availability under the Credit Facilities and existing receivables-backed financing facility, which may be used to provide for ongoing working capital needs and for other general corporate purposes. The Credit Facilities are guaranteed by RockTenn and MWV, which became wholly owned subsidiaries of WestRock following the consummation of the Combination. At the Company’s option, loans issued under the Credit Facilities will bear interest at either LIBOR or an alternate base rate, in each case plus an applicable interest rate margin. Loans will initially bear interest at LIBOR plus 1.125% per annum, in the case of LIBOR borrowings, or at the alternate base rate plus 0.125% per annum, in the alternative, and thereafter the interest rate will fluctuate between LIBOR plus 1.000% per annum and LIBOR plus 1.750% per annum (or between the alternate base rate plus 0.000% per annum and the alternate base rate plus 0.750% per annum), based upon the Company’s corporate credit ratings or the Leverage Ratio (as defined in the Credit Agreement) (whichever yields a lower applicable interest rate margin) at such time. In addition, the Company will be required to pay fees that will fluctuate between 0.125% per annum to 0.300% per annum on the unused amount of the Revolving Credit Facility, based upon the Company’s corporate credit ratings or the Leverage Ratio (whichever yields a lower fee) at such time. Loans under the Credit Facilities may be prepaid at any time without premium. The Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including: financial covenants (including maintenance of a maximum consolidated debt to capitalization ratio and a minimum consolidated interest coverage ratio) and limitations on liens, additional indebtedness and asset sales and mergers. The Credit Agreement also contains usual and customary events of default, including: non-payment of principal, interest, fees and other amounts; material breach of a representation or warranty; default on other material debt; bankruptcy or insolvency; incurrence of certain material ERISA liabilities; material judgments; impairment of loan documentation; change of control; and material breach of obligations under securitization programs. Farm Credit Facility On July 1, 2015 , RockTenn CP, LLC, a Delaware limited liability company, Rock-Tenn Converting Company, a Georgia corporation, and MeadWestvaco Virginia Corporation, a Delaware corporation, as borrowers, entered into a credit agreement (the “ Farm Loan Credit Agreement ”) with CoBank ACB, as administrative agent. The Farm Loan Credit Agreement provides for a 7 -year senior unsecured term loan in an aggregate principal amount of $600.0 million (the “ Farm Credit Facility ”). The proceeds from the Farm Credit Facility were used by the borrowers under the facility to finance (or refinance) investments made by the borrowers that satisfy both of the following criteria: (a) such investments are (or were) made in order to allow existing mills to (i) utilize waste and waste product (including mixed paper post-consumer materials and old corrugated containers) as inputs for their operations or (ii) generate electric power from renewable energy sources (namely, energy conversion systems fueled by biomass) and to use the renewable power generated by the mills for their operations and (b) such investments are (or were) made in mills that are located in rural areas with populations of no more than 20,000. The Farm Credit Facility is guaranteed by WestRock, RockTenn and MWV. Public Bonds, IDBs, and Other Following the Combination, the public bonds and certain industrial development bonds (“ IDBs ”) of RockTenn and MWV are guaranteed by WestRock and the RockTenn public bonds, MWV public bonds and certain IDBs have cross-guarantees by MWV and RockTenn, respectively, as outlined in the WestRock Current Report on Form 8-K filed on July 2, 2015. In connection with the Combination, we have increased MWV’s carrying value of debt by $337.5 million to reflect the debt assumed at fair value. We have a $700.0 million Receivables-Backed Financing Facility (the “ Receivables Facility ”) which matures on October 24, 2017. 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 0.89% as of June 30, 2015 . Borrowing availability under this facility is based on the eligible underlying accounts receivable and certain covenants. Prior to the Combination, our Receivables Facility included a “change of control” default/termination provision and, accordingly, we amended the facility in connection with the Combination to allow for the change of control and to make other immaterial amendments. We also have an agreement to sell to a third party financial institution all of the short term receivables generated from certain customer trade accounts, on a revolving basis, until the agreement is terminated by either party (the “ A/R Sales Agreement ”). Transfers under this agreement meet the requirements to be accounted for as sales in accordance with the “Transfers and Servicing” guidance in ASC 860. The A/R Sales Agreement allows for a maximum of $300.0 million of receivables to be sold at any point in time. Pension Plan Merger and Plan Change In connection with the Combination, the Rock-Tenn Company Consolidated Pension Plan and MWV U.S. qualified defined benefit pension plans assigned the role of plan sponsor to WestRock. On July 2, 2015 , WestRock merged the MWV U.S. qualified defined benefit pension plans into the Rock-Tenn Company Consolidated Pension Plan, and renamed the merged plan the WestRock Company Consolidated Pension Plan. Upon the merger, the terms and provisions of the legacy MWV plans were incorporated into the merged plan. Additionally, on July 30, 2015, WestRock approved changes to freeze the WestRock Company Consolidated Pension Plan for U.S. salaried and non-union hourly employees. Affected employees will continue to accrue a benefit through December 31, 2015, except for employees in the legacy MWV U.S. qualified defined benefit pension plans that meet the criteria for grandfathering. Those employees meeting a minimum age of 50 and an aggregate age and service of 75 years or more as of December 31, 2015, will be grandfathered and continue to accrue a benefit until December 31, 2020 or their termination date, if earlier. The new WestRock retirement program for U.S. salaried and non-union hourly employees will be a defined contribution benefit. |
Rock-Tenn Company [Member] | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | Subsequent Events On July 1, 2015 , pursuant to the Business Combination Agreement, by and among WestRock, RockTenn, MWV, RockTenn Merger Sub, and MWV Merger Sub, RockTenn and MWV completed a strategic combination of their respective businesses. 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. RockTenn is the accounting acquirer. We believe the Combination will combine two industry leaders to create a premier global provider of consumer and corrugated packaging solutions. As the Combination closed on July 1, 2015, we terminated and repaid our existing Credit Facility, and WestRock entered into new credit facilities. The purchase price for the merger is currently estimated at $8,287.4 million . In connection with the Combination, RockTenn shareholders received in the aggregate approximately 130.4 million shares of WestRock Common Stock and approximately $667.8 million in cash. At the effective time of the Combination, each share of common stock, par value $0.01 per share, of MWV issued and outstanding immediately prior to the effective time of the Combination was converted into the right to receive 0.78 shares of WestRock Common Stock. In the aggregate, MWV stockholders received approximately 131.2 million shares of WestRock Common Stock (which includes shares issued under certain MWV equity awards that vested as a result of the Combination). Included in the merger consideration is approximately $211.5 million related to outstanding MWV equity awards that were replaced with WestRock equity awards with identical terms. Preliminary Allocation of Merger Consideration We are in the process of analyzing the estimated fair values of all assets acquired and liabilities assumed including, among other things, obtaining third-party valuations of certain tangible and intangible assets as well as the fair value of certain contracts and certain tax balances. Thus, the allocation of the merger consideration and lives assigned is preliminary and subject to material revision as additional information is obtained during the measurement period. Also, due to the limited time since the Combination, and the on-going valuation work, we are unable to provide the pro forma revenue and earnings of the combined entity. We will include this information in our next SEC filing, our Fiscal 2015 Form 10-K. The following table summarizes our current estimate of the estimated fair values of the assets acquired and liabilities assumed upon the consummation of the Combination. Opening balance effective July 1, 2015 (in millions): Cash and cash equivalents $ 265.7 Current assets, excluding cash and cash equivalents 1,831.7 Property, plant, equipment and forestlands 4,041.5 Prepaid pension asset 1,407.8 Goodwill 3,845.9 Intangible assets 2,917.4 Restricted assets held by special purpose entities 1,302.0 Other long-term assets 373.6 Total assets acquired $ 15,985.6 Current portion of debt $ 62.3 Current liabilities 1,004.8 Long-term debt due after one year 2,081.9 Non-recourse liabilities held by special purpose entities 1,181.0 Accrued pension and other long-term benefits 230.6 Deferred income tax liabilities 2,515.7 Other long-term liabilities 447.9 Noncontrolling interest 174.0 Total liabilities and noncontrolling interest assumed $ 7,698.2 Net assets acquired $ 8,287.4 The preliminary allocation of merger consideration for the transaction includes, among other things: • $2,807.5 million of customer relationships which will be amortized over a range of 18 to 21 years based on a straight-line basis because the amortization pattern is not reliably determinable; • $51.9 million of trademarks which will be amortized over 5 years; • $55.6 million of patents which will be amortized over a range of 3 to 15 years; • $38.5 million of unfavorable contracts which will be amortized over 1 to 9 years; and • a $337.5 million adjustment to increase the carrying value of the debt assumed to fair value, the adjustment will be amortized over 1 to 32 years The preliminary estimated fair value assigned to goodwill of $3,845.9 million is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced geographic reach of the combined organization and increased vertical integration and synergistic opportunities) and the assembled work force of MWV. As the transaction closed on July 1, 2015 , we expect to incur additional merger-related expenses primarily in the quarter ending September 30, 2015 related to the transaction, including expensing an estimated $106.2 million for inventory stepped-up to fair value. As the Combination closed on July 1, 2015, we terminated our existing Credit Facility, and WestRock entered into new credit facilities. Pension Plan Merger and Plan Change In connection with the Combination, the Rock-Tenn Company Consolidated Pension Plan and MWV U.S. qualified defined benefit pension plans assigned the role of plan sponsor to WestRock. On July 2, 2015 , WestRock merged the MWV U.S. qualified defined benefit pension plans into the Rock-Tenn Company Consolidated Pension Plan, and renamed the merged plan the WestRock Company Consolidated Pension Plan. Upon the merger, the terms and provisions of the legacy MWV plans were incorporated into the merged plan. Additionally, on July 30, 2015, WestRock approved changes to freeze the WestRock Company Consolidated Pension Plan for U.S. salaried and non-union hourly employees. Affected employees will continue to accrue a benefit through December 31, 2015, except for employees in the legacy MWV U.S. qualified defined benefit pension plans which meet the criteria for grandfathering. Those employees meeting a minimum age of 50 and an aggregate age and service of 75 years or more as of December 31, 2015, will be grandfathered and continue to accrue a benefit until December 31, 2020 or their termination date, if earlier. The new WestRock retirement program for U.S. salaried and non-union hourly employees will be a defined contribution benefit. |
Equity and Other Comprehensiv24
Equity and Other Comprehensive Income (Tables) - Rock-Tenn Company [Member] | 9 Months Ended |
Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Schedule of Stockholders Equity | The following is a summary of the changes in total equity for the nine months ended June 30, 2015 (in millions): Rock-Tenn Company Shareholders’ Equity Noncontrolling (1) Interests Total Equity Balance at September 30, 2014 $ 4,306.8 $ 0.6 $ 4,307.4 Net income 391.3 0.3 391.6 Other comprehensive loss, net of tax (37.2 ) — (37.2 ) Income tax benefit from share-based plans 16.7 — 16.7 Compensation expense under share-based plans 28.6 — 28.6 Cash dividends declared (per share - $0.82855) (2) (116.8 ) — (116.8 ) Cash distributions to noncontrolling interests — (0.3 ) (0.3 ) Issuance of Class A common stock, net of stock received for minimum tax withholdings (24.6 ) — (24.6 ) Purchases of Class A common stock (8.7 ) — (8.7 ) Balance at June 30, 2015 $ 4,556.1 $ 0.6 $ 4,556.7 (1) Excludes amounts related to contingently redeemable noncontrolling interests which are separately classified outside of permanent equity in the mezzanine section of the Condensed Consolidated Balance Sheets. (2) Includes cash dividends paid, and dividends declared but unpaid, related to the shares reserved but unissued to satisfy Smurfit-Stone bankruptcy claims. |
Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The tables below summarize the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended June 30, 2015 and June 30, 2014 (in millions): Deferred Loss on Cash Flow Hedges Defined Benefit Pension and Postretirement Plans Foreign Currency Items Total (1) Balance at September 30, 2014 $ (0.2 ) $ (498.2 ) $ 3.1 $ (495.3 ) Other comprehensive loss before reclassifications — (16.5 ) (44.5 ) (61.0 ) Amounts reclassified from accumulated other comprehensive loss — 23.8 — 23.8 Net current period other comprehensive income (loss) — 7.3 (44.5 ) (37.2 ) Balance at June 30, 2015 $ (0.2 ) $ (490.9 ) $ (41.4 ) $ (532.5 ) (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, 2013 $ (0.2 ) $ (332.9 ) $ 32.5 $ (300.6 ) Other comprehensive income (loss) before reclassifications — 0.2 (9.6 ) (9.4 ) Amounts reclassified from accumulated other comprehensive loss — 7.1 (0.4 ) 6.7 Net current period other comprehensive income (loss) — 7.3 (10.0 ) (2.7 ) Balance at June 30, 2014 $ (0.2 ) $ (325.6 ) $ 22.5 $ (303.3 ) (1) All amounts are net of tax and noncontrolling interest. |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | The following tables summarize the reclassifications out of accumulated other comprehensive loss by component (in millions): Three Months Ended Three Months Ended June 30, 2015 June 30, 2014 Pretax Tax Net of Tax Pretax Tax Net of Tax Amortization of defined benefit pension and postretirement items (1) Actuarial losses (2) $ (9.9 ) $ 3.7 $ (6.2 ) $ (3.5 ) $ 1.4 $ (2.1 ) Total reclassifications for the period $ (9.9 ) $ 3.7 $ (6.2 ) $ (3.5 ) $ 1.4 $ (2.1 ) (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). Nine Months Ended Nine Months Ended June 30, 2015 June 30, 2014 Pretax Tax Net of Tax Pretax Tax Net of Tax Amortization of defined benefit pension and postretirement items (1) Actuarial losses (2) $ (46.2 ) $ 17.5 $ (28.7 ) $ (11.7 ) $ 4.5 $ (7.2 ) Prior service credits (2) 8.0 (3.1 ) 4.9 0.1 — 0.1 Subtotal defined benefit plans (38.2 ) 14.4 (23.8 ) (11.6 ) 4.5 (7.1 ) Foreign currency translation adjustments Sale of foreign subsidiary (3) — — — 0.4 — 0.4 Total reclassifications for the period $ (38.2 ) $ 14.4 $ (23.8 ) $ (11.2 ) $ 4.5 $ (6.7 ) (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. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Schedule of earnings per share, basic and diluted | The following table sets forth the computation of basic and diluted earnings per share under the two-class method and has been retroactively adjusted to reflect the Stock Split (in millions, except per share data): Three Months Ended Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Basic earnings per share: Numerator: Net income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.8 Less: Distributed and undistributed income available to participating securities — — — (0.1 ) Distributed and undistributed income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.7 Denominator: Basic weighted average shares outstanding 141.1 143.8 140.7 143.8 Basic earnings per share attributable to Rock-Tenn Company shareholders $ 1.11 $ 0.93 $ 2.78 $ 2.27 Diluted earnings per share: Numerator: Net income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.8 Less: Distributed and undistributed income available to participating securities — — — (0.1 ) Distributed and undistributed income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.7 Denominator: Basic weighted average shares outstanding 141.1 143.8 140.7 143.8 Effect of dilutive stock options and non-participating securities 1.6 2.2 2.0 2.4 Diluted weighted average shares outstanding 142.7 146.0 142.7 146.2 Diluted earnings per share attributable to Rock-Tenn Company shareholders $ 1.10 $ 0.91 $ 2.74 $ 2.23 |
Restructuring and Other Costs26
Restructuring and Other Costs, Net (Tables) - Rock-Tenn Company [Member] | 9 Months Ended |
Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of restructuring and other costs, net | 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 nine months ended June 30, 2015 and June 30, 2014 , the cumulative recorded amount since we started the initiatives, 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. $ (2.7 ) $ 0.2 $ 0.1 $ 0.3 $ — $ (2.1 ) YTD Fiscal 2015 (1.5 ) 0.2 0.5 1.6 0.1 0.9 Prior Year Qtr. 0.2 (0.2 ) 0.8 0.7 — 1.5 YTD Fiscal 2014 2.7 1.2 2.5 3.2 0.3 9.9 Cumulative 29.8 29.4 7.5 12.6 5.5 84.8 Expected Total 29.8 29.4 7.6 12.8 5.5 85.1 Consumer Packaging (c) Current Qtr. (0.1 ) — (0.1 ) 0.4 — 0.2 YTD Fiscal 2015 0.2 0.2 0.1 0.6 0.2 1.3 Prior Year Qtr. — — — — — — YTD Fiscal 2014 — (0.1 ) — 0.1 — — Cumulative 4.8 1.8 0.7 0.9 0.4 8.6 Expected Total 4.8 1.8 0.7 0.9 0.4 8.6 Recycling (d) Current Qtr. 0.2 — 0.3 0.3 0.1 0.9 YTD Fiscal 2015 0.6 — 0.3 0.9 1.1 2.9 Prior Year Qtr. 1.5 — 0.1 0.3 1.3 3.2 YTD Fiscal 2014 5.6 — 0.6 1.1 3.5 10.8 Cumulative 12.5 1.3 1.0 3.4 7.7 25.9 Expected Total 12.5 1.3 1.3 3.6 7.9 26.6 Other (e) Current Qtr. 0.2 0.6 — — 13.3 14.1 YTD Fiscal 2015 0.2 0.6 — — 29.8 30.6 Prior Year Qtr. — — — — 8.6 8.6 YTD Fiscal 2014 — — — — 24.4 24.4 Cumulative 0.3 0.8 0.1 — 175.6 176.8 Expected Total 0.3 0.8 0.1 — 175.6 176.8 Total Current Qtr. $ (2.4 ) $ 0.8 $ 0.3 $ 1.0 $ 13.4 $ 13.1 YTD Fiscal 2015 $ (0.5 ) $ 1.0 $ 0.9 $ 3.1 $ 31.2 $ 35.7 Prior Year Qtr. $ 1.7 $ (0.2 ) $ 0.9 $ 1.0 $ 9.9 $ 13.3 YTD Fiscal 2014 $ 8.3 $ 1.1 $ 3.1 $ 4.4 $ 28.2 $ 45.1 Cumulative $ 47.4 $ 33.3 $ 9.3 $ 16.9 $ 189.2 $ 296.1 Expected Total $ 47.4 $ 33.3 $ 9.7 $ 17.3 $ 189.4 $ 297.1 (a) We have defined “ Net Property, Plant and Equipment ” as used in this Note 6 to represent property, plant and equipment impairment losses, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment and related parts and supplies, and accelerated depreciation on such assets, if any. (b) The Corrugated Packaging segment current quarter and year to date charges primarily reflect on-going closure costs at previously closed facilities net of asset sales. The prior year quarter and prior 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 cumulative charges primarily reflect charges associated with the closure of corrugated container plants and the closure of the Matane, Quebec containerboard mill, including gains and losses associated with the sale of assets associated with the closures. We have transferred a substantial portion of each closed facility's production to our other facilities. (c) The Consumer Packaging segment current quarter and year to date charges are primarily associated with on-going closure activity at previously closed facilities including the Cincinnati, OH specialty recycled paperboard mill. The prior year quarter and prior year to date charges primarily reflect on-going closure activity at two previously closed converting facilities. The cumulative charges primarily reflect charges associated with the closure of converting facilities and a specialty recycled paperboard mill. We have transferred a substantial portion of each closed facility’s production to our other facilities. (d) The Recycling segment current quarter and year to date charges are primarily associated with the on-going closure costs at previously closed facilities. The prior year quarter and prior year to date charges primarily reflect charges associated with the on-going closure costs and impairment and fair value adjustments for assets at previously closed facilities. The cumulative charges primarily reflect the charges associated with the closure of collection facilities, including gains and losses associated with the sale of assets associated with the closures. (e) The expenses in the “Other” segment primarily reflect costs that we consider as Corporate, including the “Other Costs” column that primarily reflects acquisition and integration costs incurred in business combinations such as the Smurfit-Stone Acquisition and the merger with MWV. 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. $ 2.2 $ 11.1 $ 13.3 YTD Fiscal 2015 $ 13.0 $ 16.8 $ 29.8 Prior Year Qtr. $ 3.1 $ 5.5 $ 8.6 YTD Fiscal 2014 $ 5.9 $ 18.5 $ 24.4 Acquisition expenses include expenses associated with mergers. acquisitions or other business combinations, whether consummated or not, including the transaction with MWV, as well as litigation expenses associated with acquisitions and business combinations, 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 acquisition / merger integration, such as 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 integration activities related to the Smurfit-Stone Acquisition to be completed by the end of fiscal 2015. |
Schedule of Restructuring and Other Costs Reserve By Type of Cost | 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): Nine Months Ended June 30, 2015 2014 Accrual at beginning of fiscal year $ 10.9 $ 21.8 Additional accruals 0.9 2.3 Payments (6.5 ) (11.4 ) Adjustment to accruals 0.8 0.3 Accrual at June 30 $ 6.1 $ 13.0 Reconciliation of accruals and charges to restructuring and other costs, net: Nine Months Ended June 30, 2015 2014 Additional accruals and adjustments to accruals (see table above) $ 1.7 $ 2.6 Acquisition expenses 13.0 5.9 Integration expenses 16.9 18.2 Net property, plant and equipment (0.5 ) 8.3 Severance and other employee expense 0.4 0.7 Equipment and inventory relocation costs 0.9 3.1 Facility carrying costs 3.1 4.4 Other expense 0.2 1.9 Total restructuring and other costs, net $ 35.7 $ 45.1 |
Schedule of Restructuring Costs Included in Other Expenses | The expenses in the “Other” segment primarily reflect costs that we consider as Corporate, including the “Other Costs” column that primarily reflects acquisition and integration costs incurred in business combinations such as the Smurfit-Stone Acquisition and the merger with MWV. 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. $ 2.2 $ 11.1 $ 13.3 YTD Fiscal 2015 $ 13.0 $ 16.8 $ 29.8 Prior Year Qtr. $ 3.1 $ 5.5 $ 8.6 YTD Fiscal 2014 $ 5.9 $ 18.5 $ 24.4 Acquisition expenses include expenses associated with mergers. acquisitions or other business combinations, whether consummated or not, including the transaction with MWV, as well as litigation expenses associated with acquisitions and business combinations, 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 acquisition / merger integration, such as 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 integration activities related to the Smurfit-Stone Acquisition to be completed by the end of fiscal 2015. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Inventory [Line Items] | |
Schedule of inventories | Inventories were as follows (in millions): June 30, September 30, Finished goods and work in process $ 387.6 $ 421.8 Raw materials 468.0 465.7 Spare parts and supplies 220.9 225.3 Inventories at FIFO cost 1,076.5 1,112.8 LIFO reserve (80.3 ) (83.6 ) Net inventories $ 996.2 $ 1,029.2 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Debt Instrument [Line Items] | |
Components of debt | The following were individual components of debt (in millions): June 30, September 30, 4.45% notes due March 2019 $ 349.8 $ 349.8 3.50% notes due March 2020 348.1 347.9 4.90% notes due March 2022 399.5 399.4 4.00% notes due March 2023 347.3 347.0 Term loan facility 886.4 947.5 Revolving credit and swing facilities 29.0 120.3 Receivables-backed financing facility 270.0 460.0 Other debt 13.4 12.8 Total debt 2,643.5 2,984.7 Less current portion of debt 129.0 132.6 Long-term debt due after one year $ 2,514.5 $ 2,852.1 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair Value of Debt | The following table summarizes the carrying amount and estimated fair value of our long-term debt (in millions): June 30, 2015 September 30, 2014 Carrying Amount Fair Value Carrying Amount Fair Value March 2019 Notes (1) $ 349.8 $ 372.8 $ 349.8 $ 376.1 March 2020 Notes (1) 348.1 358.0 347.9 357.5 March 2022 Notes (1) 399.5 433.3 399.4 430.0 March 2023 Notes (1) 347.3 354.4 347.0 357.9 Term loan facilities (2) 886.4 886.4 947.5 947.5 Revolving credit and swing facilities (2) 29.0 29.0 120.3 120.3 Receivables-backed financing facility (2) 270.0 270.0 460.0 460.0 Other debt (2)(3) 13.4 14.6 12.8 13.0 Total debt $ 2,643.5 $ 2,718.5 $ 2,984.7 $ 3,062.3 (1) Fair value is categorized as level 2 within the fair value hierarchy since the notes trade infrequently. Fair value is based on quoted market prices. (2) Fair value approximates the carrying amount as the variable interest rates reprice frequently at observable current market rates. As such, fair value is categorized as level 2 within the fair value hierarchy. (3) Fair value for certain debt is estimated based on the discounted value of future cash flows using observable current market interest rates offered for debt of similar credit risk and maturity. As such, fair value is categorized as level 2 within the fair value hierarchy. |
Fair Value Accounts Receivable
Fair Value Accounts Receivable Sales Agreement Rollforward (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Accounts Receivable Sales Agreement Rollforward [Line Items] | |
Accounts Receivable Sales Agreement Rollforward [Table Text Block] | The following table represents a summary of the activity under the A/R Sales Agreement for the nine months ended June 30, 2015 and June 30, 2014 (in millions): Nine Months Ended June 30, 2015 2014 Balance at beginning of fiscal year $ 10.4 $ — Receivables sold and derecognized 897.6 581.3 Receivables collected by third party institution (797.2 ) (431.8 ) Cash proceeds from financial institution (66.4 ) (141.3 ) Receivable from financial institution at June 30, $ 44.4 $ 8.2 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Summary of components of net pension cost and summary of components of postretirement benefit costs | The following table represents a summary of the components of the postretirement benefits costs (in millions): Three Months Ended Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Service cost $ 0.1 $ 0.2 $ 0.4 $ 0.8 Interest cost 1.1 1.2 3.2 4.2 Amortization of net actuarial gain (0.2 ) (1.1 ) (0.8 ) (1.4 ) Amortization of prior service credit (0.4 ) (0.3 ) (1.4 ) (1.0 ) Curtailment gain recognized (0.4 ) — (8.5 ) — Postretirement plan expense (income) $ 0.2 $ — $ (7.1 ) $ 2.6 The following table represents a summary of the components of net pension cost (in millions): Three Months Ended Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Service cost $ 7.0 $ 4.3 $ 22.6 $ 20.0 Interest cost 45.1 53.0 141.5 162.5 Expected return on plan assets (61.3 ) (62.6 ) (187.6 ) (189.7 ) Amortization of net actuarial loss 10.0 4.6 27.1 13.3 Amortization of prior service cost 0.9 0.3 2.0 0.9 Settlement loss recognized — 0.1 20.0 0.1 Company defined benefit plan expense 1.7 (0.3 ) 25.6 7.1 Multiemployer and other plans 1.5 1.8 4.3 5.0 Net pension cost $ 3.2 $ 1.5 $ 29.9 $ 12.1 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The table below summarizes the changes in all stock options during the nine months ended June 30, 2015 : Shares 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 (1) 257,080 64.90 Exercised (125,304 ) 27.57 Forfeited (26,440 ) 44.37 Outstanding at June 30, 2015 2,179,980 $ 34.70 4.9 $ 56.8 Exercisable at June 30, 2015 1,365,420 $ 24.70 3.6 $ 48.5 (1) As a result of the Combination, stock options granted to employees in fiscal 2015 will be prorated with the employee receiving approximately 16.6% of the target award in accordance with the terms in the award document. The table below summarizes the changes in unvested restricted stock awards during the nine months ended June 30, 2015 : Shares Weighted Average Grant Date Fair Value Unvested at September 30, 2014 1,745,360 $ 40.39 Granted (1) 1,027,715 44.66 Vested (1,269,030 ) 32.00 Forfeited (60,230 ) 45.59 Unvested at June 30, 2015 (2) 1,443,815 $ 50.58 (1) Fiscal 2015 target awards to employees of 386,730 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% . As a result of the Combination, target awards granted to employees in fiscal 2015 will be 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 subsequently determined in accordance with the applicable grant letter to be attained at 146.5% of target. During fiscal 2015, restricted shares granted in fiscal 2012 achieved the performance condition based on the Cash Flow to Equity Ratio (as defined in the applicable grant letter) at 200% of target. This achievement resulted in the issuance and vesting of an additional 624,250 shares in fiscal 2015. (2) Target awards granted to employees in fiscal 2014 and 2013, net of subsequent forfeitures, were 451,460 and 563,900 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% . In connection with the Combination, the performance period applicable to each award ended and the performance goals were subsequently determined in accordance with the applicable grant letter to be attained at 176.6% and 200.0% of target for the fiscal 2014 and 2013 grants, respectively. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Rock-Tenn Company [Member] | |
Segment Reporting Information [Line Items] | |
Certain operating data for segments | The following table shows selected operating data for our segments (in millions): Three Months Ended Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Net sales (aggregate): Corrugated Packaging $ 1,798.5 $ 1,774.2 $ 5,294.6 $ 5,077.8 Consumer Packaging 497.7 497.0 1,462.1 1,458.4 Merchandising Displays 195.3 225.1 646.1 622.7 Recycling 92.4 85.4 248.5 275.1 Total $ 2,583.9 $ 2,581.7 $ 7,651.3 $ 7,434.0 Less net sales (intersegment): Corrugated Packaging $ 27.9 $ 34.9 $ 91.1 $ 101.1 Consumer Packaging 7.6 6.9 21.3 17.9 Merchandising Displays 4.1 3.7 14.4 12.7 Recycling 5.4 5.3 15.8 15.2 Total $ 45.0 $ 50.8 $ 142.6 $ 146.9 Net sales (unaffiliated customers): Corrugated Packaging $ 1,770.6 $ 1,739.3 $ 5,203.5 $ 4,976.7 Consumer Packaging 490.1 490.1 1,440.8 1,440.5 Merchandising Displays 191.2 221.4 631.7 610.0 Recycling 87.0 80.1 232.7 259.9 Total $ 2,538.9 $ 2,530.9 $ 7,508.7 $ 7,287.1 Segment income: Corrugated Packaging $ 214.5 $ 179.8 $ 567.4 $ 470.6 Consumer Packaging 66.0 59.6 166.3 166.5 Merchandising Displays 11.9 21.4 23.0 57.7 Recycling 2.5 2.1 3.9 5.0 Segment income 294.9 262.9 760.6 699.8 Pension lump sum settlement and retiree medical curtailment, net 0.4 — (11.5 ) — Restructuring and other costs, net (13.1 ) (13.3 ) (35.7 ) (45.1 ) Non-allocated expenses (12.7 ) (14.5 ) (43.5 ) (53.5 ) Interest expense (22.6 ) (23.9 ) (68.9 ) (71.1 ) Interest income and other income (expense), net (0.7 ) 0.1 (1.0 ) (0.9 ) Income before income taxes 246.2 211.3 600.0 529.2 Income tax expense (88.3 ) (76.9 ) (206.1 ) (200.7 ) Consolidated net income 157.9 134.4 393.9 328.5 Less: Net income attributable to noncontrolling interests (1.5 ) (1.1 ) (2.6 ) (2.7 ) Net income attributable to Rock-Tenn Company shareholders $ 156.4 $ 133.3 $ 391.3 $ 325.8 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Subsequent Event [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes our current estimate of the estimated fair values of the assets acquired and liabilities assumed upon the consummation of the Combination. Opening balance effective July 1, 2015 (in millions): Cash and cash equivalents $ 265.7 Current assets, excluding cash and cash equivalents 1,831.7 Property, plant, equipment and forestlands 4,041.5 Prepaid pension asset 1,407.8 Goodwill 3,845.9 Intangible assets 2,917.4 Restricted assets held by special purpose entities 1,302.0 Other long-term assets 373.6 Total assets acquired $ 15,985.6 Current portion of debt $ 62.3 Current liabilities 1,004.8 Long-term debt due after one year 2,081.9 Non-recourse liabilities held by special purpose entities 1,181.0 Accrued pension and other long-term benefits 230.6 Deferred income tax liabilities 2,515.7 Other long-term liabilities 447.9 Noncontrolling interest 174.0 Total liabilities and noncontrolling interest assumed $ 7,698.2 Net assets acquired $ 8,287.4 |
Rock-Tenn Company [Member] | |
Subsequent Event [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes our current estimate of the estimated fair values of the assets acquired and liabilities assumed upon the consummation of the Combination. Opening balance effective July 1, 2015 (in millions): Cash and cash equivalents $ 265.7 Current assets, excluding cash and cash equivalents 1,831.7 Property, plant, equipment and forestlands 4,041.5 Prepaid pension asset 1,407.8 Goodwill 3,845.9 Intangible assets 2,917.4 Restricted assets held by special purpose entities 1,302.0 Other long-term assets 373.6 Total assets acquired $ 15,985.6 Current portion of debt $ 62.3 Current liabilities 1,004.8 Long-term debt due after one year 2,081.9 Non-recourse liabilities held by special purpose entities 1,181.0 Accrued pension and other long-term benefits 230.6 Deferred income tax liabilities 2,515.7 Other long-term liabilities 447.9 Noncontrolling interest 174.0 Total liabilities and noncontrolling interest assumed $ 7,698.2 Net assets acquired $ 8,287.4 |
General Discussion on Notes t35
General Discussion on Notes to Consolidated Financial Statements General Discussion on Notes to Consolidated Financial Statements (Details) - Jun. 30, 2015 - $ / shares | Total |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Common Stock, Shares, Outstanding | 1,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 |
Equity and Other Comprehensiv36
Equity and Other Comprehensive Income (Details) - Rock-Tenn Company [Member] $ / shares in Units, shares in Millions, $ in Millions | Aug. 27, 2014 | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014$ / shares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014$ / shares | Sep. 12, 2014shares | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Balance at beginning of period | $ 4,307.4 | ||||||
Net income | 391.6 | ||||||
Other comprehensive loss, net of tax | (37.2) | ||||||
Income tax benefit from share-based plans | 16.7 | ||||||
Compensation expense under share-based plans | 28.6 | ||||||
Cash dividends declared (per share - $0.82855) | [1] | (116.8) | |||||
Cash distributions to noncontrolling interests | (0.3) | ||||||
Issuance of Class A common stock, net of stock received for minimum tax withholdings | (24.6) | ||||||
Purchases of Class A common stock | (8.7) | ||||||
Balance at end of period | $ 4,556.7 | $ 4,556.7 | |||||
Cash dividends paid per share | $ / shares | $ 0.3205 | $ 0.175 | $ 0.82855 | $ 0.525 | |||
Stock Dividend Rate, Class A Common Stock | 100.00% | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 2 | ||||||
Parent [Member] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Balance at beginning of period | $ 4,306.8 | ||||||
Net income | 391.3 | ||||||
Other comprehensive loss, net of tax | (37.2) | ||||||
Income tax benefit from share-based plans | 16.7 | ||||||
Compensation expense under share-based plans | 28.6 | ||||||
Cash dividends declared (per share - $0.82855) | [1] | (116.8) | |||||
Cash distributions to noncontrolling interests | 0 | ||||||
Issuance of Class A common stock, net of stock received for minimum tax withholdings | (24.6) | ||||||
Purchases of Class A common stock | (8.7) | ||||||
Balance at end of period | $ 4,556.1 | 4,556.1 | |||||
Noncontrolling Interest [Member] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Balance at beginning of period | [2] | 0.6 | |||||
Net income | [2] | 0.3 | |||||
Other comprehensive loss, net of tax | [2] | 0 | |||||
Income tax benefit from share-based plans | [2] | 0 | |||||
Compensation expense under share-based plans | [2] | 0 | |||||
Cash dividends declared (per share - $0.82855) | [2] | 0 | |||||
Cash distributions to noncontrolling interests | [2] | (0.3) | |||||
Issuance of Class A common stock, net of stock received for minimum tax withholdings | [2] | 0 | |||||
Purchases of Class A common stock | 0 | ||||||
Balance at end of period | [2] | $ 0.6 | $ 0.6 | ||||
Maximum [Member] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Effective Tax Rate, Net of Tax Components of Other Comprehensive Income | 39.00% | 39.00% | |||||
Minimum [Member] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Effective Tax Rate, Net of Tax Components of Other Comprehensive Income | 38.00% | 38.00% | |||||
Common Stock [Member] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Purchases of Class A common stock | $ (8.7) | ||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | shares | 16.9 | ||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | shares | 8.5 | 8.5 | |||||
Treasury Stock, Shares, Acquired | shares | 0.2 | ||||||
[1] | Includes cash dividends paid, and dividends declared but unpaid, related to the shares reserved but unissued to satisfy Smurfit-Stone bankruptcy claims. | ||||||
[2] | 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. |
Equity and Other Comprehensiv37
Equity and Other Comprehensive Income Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - Rock-Tenn Company [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Balance at beginning of period | $ (495.3) | [1] | $ (300.6) | [2] | ||||
Other comprehensive loss before reclassifications | (61) | [1] | (9.4) | [2] | ||||
Amounts reclassified from accumulated other comprehensive loss (income) | 23.8 | [1] | 6.7 | [2] | ||||
Net current period other comprehensive income (loss) | (37.2) | [1] | (2.7) | [2] | ||||
Balance at end of period | $ (532.5) | [1] | $ (303.3) | [2] | (532.5) | [1] | (303.3) | [2] |
Net actuarial (loss) gain arising during the period | (0.5) | 0.2 | (3.3) | 0.2 | ||||
Prior service cost (credit) arising during the period | (0.7) | 0.1 | 13.2 | 0.1 | ||||
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Unamortized Gain (Loss) Arising During Period, Tax | 2 | |||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Net Prior Service Cost (Credit), Tax | (8.3) | |||||||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Balance at beginning of period | (0.2) | [1] | (0.2) | [2] | ||||
Other comprehensive loss before reclassifications | 0 | [1] | 0 | [2] | ||||
Amounts reclassified from accumulated other comprehensive loss (income) | 0 | [1] | 0 | [2] | ||||
Net current period other comprehensive income (loss) | 0 | [1] | 0 | [2] | ||||
Balance at end of period | (0.2) | [1] | (0.2) | [2] | (0.2) | [1] | (0.2) | [2] |
Accumulated Defined Benefit Plans Adjustment [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Balance at beginning of period | (498.2) | [1] | (332.9) | [2] | ||||
Other comprehensive loss before reclassifications | (16.5) | [1] | 0.2 | [2] | ||||
Amounts reclassified from accumulated other comprehensive loss (income) | 23.8 | [1] | 7.1 | [2] | ||||
Net current period other comprehensive income (loss) | 7.3 | [1] | 7.3 | [2] | ||||
Balance at end of period | (490.9) | [1] | (325.6) | [2] | (490.9) | [1] | (325.6) | [2] |
Accumulated Translation Adjustment [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Balance at beginning of period | 3.1 | [1] | 32.5 | [2] | ||||
Other comprehensive loss before reclassifications | (44.5) | [1] | (9.6) | [2] | ||||
Amounts reclassified from accumulated other comprehensive loss (income) | 0 | [1] | (0.4) | [2] | ||||
Net current period other comprehensive income (loss) | (44.5) | [1] | (10) | [2] | ||||
Balance at end of period | $ (41.4) | [1] | $ 22.5 | [2] | $ (41.4) | [1] | $ 22.5 | [2] |
[1] | All amounts are net of tax and noncontrolling interest. | |||||||
[2] | All amounts are net of tax and noncontrolling interest. |
Equity and Other Comprehensiv38
Equity and Other Comprehensive Income Reclassification out of Accumulated Other Comprehensive Income (Details) - Rock-Tenn Company [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||
Amortization and settlement recognition of net actuarial loss, included in pension cost | $ 6.3 | $ 2.3 | $ 29.1 | $ 7.5 | |||||
Amortization and curtailment recognition of prior service credit, included in pension cost | 0 | 0 | (4.9) | 0 | |||||
Parent [Member] | |||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||
Amortization of net actuarial loss, Pre-Tax Amount | (9.9) | [1],[2] | (3.5) | [1],[2] | (46.2) | [3],[4] | (11.7) | [3],[4] | |
Amortization of net actuarial loss, Tax | 3.7 | [1],[2] | 1.4 | [1],[2] | 17.5 | [3],[4] | 4.5 | [3],[4] | |
Amortization and settlement recognition of net actuarial loss, included in pension cost | (6.2) | [1],[2] | (2.1) | [1],[2] | (28.7) | [3],[4] | (7.2) | [3],[4] | |
Amortization of prior service cost, Pre-Tax Amount | [3],[4] | 8 | 0.1 | ||||||
Amortization of prior service cost, Tax | [3],[4] | (3.1) | 0 | ||||||
Amortization and curtailment recognition of prior service credit, included in pension cost | [3],[4] | 4.9 | 0.1 | ||||||
Defined Benefit Plans, before Tax | [3] | (38.2) | (11.6) | ||||||
Defined Benefit Plans, Tax | [3] | 14.4 | 4.5 | ||||||
Defined Benefit Plans, Net of Tax | [3] | (23.8) | (7.1) | ||||||
Sale of foreign subsidiary, Pre-Tax Amount | [3],[5] | 0 | 0.4 | ||||||
Sale of foreign subsidiary, Tax | [3],[5] | 0 | 0 | ||||||
Sale of foreign subsidiary, Net of Tax | [3],[5] | 0 | 0.4 | ||||||
Total Reclassifications From Other Comprehensive Income Before Tax | (9.9) | [1] | (3.5) | [1] | (38.2) | [3] | (11.2) | [3] | |
Total Reclassifications From Other Comprehensive Income Tax Portion | 3.7 | [1] | 1.4 | [1] | 14.4 | [3] | 4.5 | [3] | |
Total Reclassifications From Other Comprehensive Income Net Of Tax | $ (6.2) | [1] | $ (2.1) | [1] | $ (23.8) | [3] | $ (6.7) | [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] | Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded. | ||||||||
[4] | These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See “Note 11. Retirement Plans” for additional details). | ||||||||
[5] | Amount reflected in “Restructuring and other costs, net” in the condensed consolidated statements of income. |
Earnings per Share (Details)
Earnings per Share (Details) - Rock-Tenn Company [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | ||||
Net income attributable to Rock-Tenn Company shareholders | $ 156.4 | $ 133.3 | $ 391.3 | $ 325.8 |
Less: Distributed and undistributed income available to participating securities | 0 | 0 | 0 | (0.1) |
Distributed and undistributed income attributable to Rock-Tenn Company shareholders | $ 156.4 | $ 133.3 | $ 391.3 | $ 325.7 |
Basic weighted average shares outstanding | 141.1 | 143.8 | 140.7 | 143.8 |
Basic earnings per share attributable to Rock-Tenn Company shareholders | $ 1.11 | $ 0.93 | $ 2.78 | $ 2.27 |
Less: Distributed and undistributed income available to participating securities | $ 0 | $ 0 | $ 0 | $ (0.1) |
Distributed and undistributed income attributable to Rock-Tenn Company shareholders | $ 156.4 | $ 133.3 | $ 391.3 | $ 325.7 |
Effect of dilutive stock options and non-participating securities | 1.6 | 2.2 | 2 | 2.4 |
Diluted weighted average shares outstanding | 142.7 | 146 | 142.7 | 146.2 |
Diluted earnings per share attributable to Rock-Tenn Company shareholders | $ 1.10 | $ 0.91 | $ 2.74 | $ 2.23 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.3 | 0.7 | 0.4 | 0.4 |
Smurfit Stone [Member] | ||||
Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | ||||
Weighted average shares reserved | 0.3 | 0.3 | 0.3 | 0.3 |
Acquisitions (Details)
Acquisitions (Details) - Rock-Tenn Company [Member] - USD ($) $ in Millions | Aug. 29, 2014 | May. 16, 2014 | Dec. 20, 2013 | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 1,919.5 | $ 1,926.4 | ||||
Liabilities assumed | $ 46.4 | |||||
A.G. Industries, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Effective Date of Acquisition | Aug. 29, 2014 | |||||
Business Acquisition, Cost of Acquired Entity, Purchase Price Net of Cash Acquired | $ 69.9 | |||||
Goodwill | 13.2 | |||||
Liabilities assumed | 5.9 | |||||
Maximum Cost of the Sec 338(h)(10) Election | 2 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0.5 | |||||
Simpson Tacoma Kraft Paper Mill [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Effective Date of Acquisition | May 16, 2014 | |||||
Business Acquisition, Cost of Acquired Entity, Purchase Price Net of Cash Acquired | $ 343.2 | |||||
Business Acquisition, Cost of Acquired Entity, Purchase Price Net of Cash Acquired, Increase | $ 2.6 | |||||
Goodwill | 31.4 | |||||
Liabilities assumed | 28.7 | |||||
NPG Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Effective Date of Acquisition | Dec. 20, 2013 | |||||
Business Acquisition, Cost of Acquired Entity, Purchase Price Net of Cash Acquired | $ 59.6 | |||||
Goodwill | 27.9 | |||||
Liabilities assumed | 19.5 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1.7 | |||||
Business Acquisition, Purchase Price Allocation, Notes Payable and LT Debt | 0.6 | |||||
Contract-Based Intangible Assets [Member] | Simpson Tacoma Kraft Paper Mill [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 22.6 | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years 2 months | |||||
Customer Relationships [Member] | A.G. Industries, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 26 | |||||
Customer Relationships [Member] | Simpson Tacoma Kraft Paper Mill [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14.6 | |||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||
Customer Relationships [Member] | NPG Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14.5 | |||||
Finite-Lived Intangible Asset, Useful Life | 9 years | |||||
Maximum [Member] | Customer Relationships [Member] | A.G. Industries, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years 6 months | |||||
Minimum [Member] | Customer Relationships [Member] | A.G. Industries, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Restructuring and Other Costs41
Restructuring and Other Costs, Net (Details) - Rock-Tenn Company [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | $ 13.1 | $ 13.3 | $ 35.7 | $ 45.1 | |
Restructuring and Related Cost, Cost Incurred to Date | 296.1 | ||||
Restructuring and Related Cost, Expected Cost | 297.1 | ||||
Acquisition Expenses | 13 | 5.9 | |||
Integration expenses | 16.9 | 18.2 | |||
Net Property, Plant and Equipment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [1] | (2.4) | 1.7 | (0.5) | 8.3 |
Restructuring and Related Cost, Cost Incurred to Date | [1] | 47.4 | |||
Restructuring and Related Cost, Expected Cost | [1] | 47.4 | |||
Employee severance and other EE costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | 0.8 | (0.2) | 1 | 1.1 | |
Restructuring and Related Cost, Cost Incurred to Date | 33.3 | ||||
Restructuring and Related Cost, Expected Cost | 33.3 | ||||
Equipment and Inventory Relocation Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | 0.3 | 0.9 | 0.9 | 3.1 | |
Restructuring and Related Cost, Cost Incurred to Date | 9.3 | ||||
Restructuring and Related Cost, Expected Cost | 9.7 | ||||
Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | 1 | 1 | 3.1 | 4.4 | |
Restructuring and Related Cost, Cost Incurred to Date | 16.9 | ||||
Restructuring and Related Cost, Expected Cost | 17.3 | ||||
Other Costs Related to Restructuring and Other Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | 13.4 | 9.9 | 31.2 | 28.2 | |
Restructuring and Related Cost, Cost Incurred to Date | 189.2 | ||||
Restructuring and Related Cost, Expected Cost | 189.4 | ||||
Corrugated Packaging [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [2] | (2.1) | 1.5 | 0.9 | 9.9 |
Restructuring and Related Cost, Cost Incurred to Date | [2] | 84.8 | |||
Restructuring and Related Cost, Expected Cost | [2] | 85.1 | |||
Corrugated Packaging [Member] | Net Property, Plant and Equipment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [1],[2] | (2.7) | 0.2 | (1.5) | 2.7 |
Restructuring and Related Cost, Cost Incurred to Date | [1],[2] | 29.8 | |||
Restructuring and Related Cost, Expected Cost | [1],[2] | 29.8 | |||
Corrugated Packaging [Member] | Employee severance and other EE costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [2] | 0.2 | (0.2) | 0.2 | 1.2 |
Restructuring and Related Cost, Cost Incurred to Date | [2] | 29.4 | |||
Restructuring and Related Cost, Expected Cost | [2] | 29.4 | |||
Corrugated Packaging [Member] | Equipment and Inventory Relocation Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [2] | 0.1 | 0.8 | 0.5 | 2.5 |
Restructuring and Related Cost, Cost Incurred to Date | [2] | 7.5 | |||
Restructuring and Related Cost, Expected Cost | [2] | 7.6 | |||
Corrugated Packaging [Member] | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [2] | 0.3 | 0.7 | 1.6 | 3.2 |
Restructuring and Related Cost, Cost Incurred to Date | [2] | 12.6 | |||
Restructuring and Related Cost, Expected Cost | [2] | 12.8 | |||
Corrugated Packaging [Member] | Other Costs Related to Restructuring and Other Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [2] | 0 | 0 | 0.1 | 0.3 |
Restructuring and Related Cost, Cost Incurred to Date | [2] | 5.5 | |||
Restructuring and Related Cost, Expected Cost | [2] | 5.5 | |||
Consumer Packaging [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [3] | 0.2 | 0 | 1.3 | 0 |
Restructuring and Related Cost, Cost Incurred to Date | [3] | 8.6 | |||
Restructuring and Related Cost, Expected Cost | [3] | 8.6 | |||
Consumer Packaging [Member] | Net Property, Plant and Equipment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [1],[3] | (0.1) | 0 | 0.2 | 0 |
Restructuring and Related Cost, Cost Incurred to Date | [1],[3] | 4.8 | |||
Restructuring and Related Cost, Expected Cost | [1],[3] | 4.8 | |||
Consumer Packaging [Member] | Employee severance and other EE costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [3] | 0 | 0 | 0.2 | (0.1) |
Restructuring and Related Cost, Cost Incurred to Date | [3] | 1.8 | |||
Restructuring and Related Cost, Expected Cost | [3] | 1.8 | |||
Consumer Packaging [Member] | Equipment and Inventory Relocation Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [3] | (0.1) | 0 | 0.1 | 0 |
Restructuring and Related Cost, Cost Incurred to Date | [3] | 0.7 | |||
Restructuring and Related Cost, Expected Cost | [3] | 0.7 | |||
Consumer Packaging [Member] | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [3] | 0.4 | 0 | 0.6 | 0.1 |
Restructuring and Related Cost, Cost Incurred to Date | [3] | 0.9 | |||
Restructuring and Related Cost, Expected Cost | [3] | 0.9 | |||
Consumer Packaging [Member] | Other Costs Related to Restructuring and Other Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [3] | 0 | 0 | 0.2 | 0 |
Restructuring and Related Cost, Cost Incurred to Date | [3] | 0.4 | |||
Restructuring and Related Cost, Expected Cost | [3] | 0.4 | |||
Recycling [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [4] | 0.9 | 3.2 | 2.9 | 10.8 |
Restructuring and Related Cost, Cost Incurred to Date | [4] | 25.9 | |||
Restructuring and Related Cost, Expected Cost | [4] | 26.6 | |||
Recycling [Member] | Net Property, Plant and Equipment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [1],[4] | 0.2 | 1.5 | 0.6 | 5.6 |
Restructuring and Related Cost, Cost Incurred to Date | [1],[4] | 12.5 | |||
Restructuring and Related Cost, Expected Cost | [1],[4] | 12.5 | |||
Recycling [Member] | Employee severance and other EE costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [4] | 0 | 0 | 0 | 0 |
Restructuring and Related Cost, Cost Incurred to Date | [4] | 1.3 | |||
Restructuring and Related Cost, Expected Cost | [4] | 1.3 | |||
Recycling [Member] | Equipment and Inventory Relocation Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [4] | 0.3 | 0.1 | 0.3 | 0.6 |
Restructuring and Related Cost, Cost Incurred to Date | [4] | 1 | |||
Restructuring and Related Cost, Expected Cost | [4] | 1.3 | |||
Recycling [Member] | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [4] | 0.3 | 0.3 | 0.9 | 1.1 |
Restructuring and Related Cost, Cost Incurred to Date | [4] | 3.4 | |||
Restructuring and Related Cost, Expected Cost | [4] | 3.6 | |||
Recycling [Member] | Other Costs Related to Restructuring and Other Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [4] | 0.1 | 1.3 | 1.1 | 3.5 |
Restructuring and Related Cost, Cost Incurred to Date | [4] | 7.7 | |||
Restructuring and Related Cost, Expected Cost | [4] | 7.9 | |||
All Other Segments [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [5] | 14.1 | 8.6 | 30.6 | 24.4 |
Restructuring and Related Cost, Cost Incurred to Date | [5] | 176.8 | |||
Restructuring and Related Cost, Expected Cost | [5] | 176.8 | |||
Acquisition, Transaction and Other Related Costs | 13.3 | 8.6 | 29.8 | 24.4 | |
Acquisition Expenses | 2.2 | 3.1 | 13 | 5.9 | |
Integration expenses | 11.1 | 5.5 | 16.8 | 18.5 | |
All Other Segments [Member] | Net Property, Plant and Equipment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [1],[5] | 0.2 | 0 | 0.2 | 0 |
Restructuring and Related Cost, Cost Incurred to Date | [1],[5] | 0.3 | |||
Restructuring and Related Cost, Expected Cost | [1],[5] | 0.3 | |||
All Other Segments [Member] | Employee severance and other EE costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [5] | 0.6 | 0 | 0.6 | 0 |
Restructuring and Related Cost, Cost Incurred to Date | [5] | 0.8 | |||
Restructuring and Related Cost, Expected Cost | [5] | 0.8 | |||
All Other Segments [Member] | Equipment and Inventory Relocation Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [5] | 0 | 0 | 0 | 0 |
Restructuring and Related Cost, Cost Incurred to Date | [5] | 0.1 | |||
Restructuring and Related Cost, Expected Cost | [5] | 0.1 | |||
All Other Segments [Member] | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [5] | 0 | 0 | 0 | 0 |
Restructuring and Related Cost, Cost Incurred to Date | [5] | 0 | |||
Restructuring and Related Cost, Expected Cost | [5] | 0 | |||
All Other Segments [Member] | Other Costs Related to Restructuring and Other Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other costs, net | [5] | $ 13.3 | $ 8.6 | 29.8 | $ 24.4 |
Restructuring and Related Cost, Cost Incurred to Date | [5] | 175.6 | |||
Restructuring and Related Cost, Expected Cost | [5] | $ 175.6 | |||
[1] | We have defined “Net Property, Plant and Equipment” as used in this Note 6 to represent property, plant and equipment impairment losses, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment and related parts and supplies, and accelerated depreciation on such assets, if any. | ||||
[2] | The Corrugated Packaging segment current quarter and year to date charges primarily reflect on-going closure costs at previously closed facilities net of asset sales. The prior year quarter and prior 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 cumulative charges primarily reflect charges associated with the closure of corrugated container plants and the closure of the Matane, Quebec containerboard mill, including gains and losses associated with the sale of assets associated with the closures. We have transferred a substantial portion of each closed facility's production to our other facilities. | ||||
[3] | The Consumer Packaging segment current quarter and year to date charges are primarily associated with on-going closure activity at previously closed facilities including the Cincinnati, OH specialty recycled paperboard mill. The prior year quarter and prior year to date charges primarily reflect on-going closure activity at two previously closed converting facilities. The cumulative charges primarily reflect charges associated with the closure of converting facilities and a specialty recycled paperboard mill. We have transferred a substantial portion of each closed facility’s production to our other facilities. | ||||
[4] | The Recycling segment current quarter and year to date charges are primarily associated with the on-going closure costs at previously closed facilities. The prior year quarter and prior year to date charges primarily reflect charges associated with the on-going closure costs and impairment and fair value adjustments for assets at previously closed facilities. The cumulative charges primarily reflect the charges associated with the closure of collection facilities, including gains and losses associated with the sale of assets associated with the closures. | ||||
[5] | The expenses in the “Other” segment primarily reflect costs that we consider as Corporate, including the “Other Costs” column that primarily reflects acquisition and integration costs incurred in business combinations such as the Smurfit-Stone Acquisition and the merger with MWV. 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): AcquisitionExpenses IntegrationExpenses TotalCurrent Qtr.$2.2 $11.1 $13.3YTD Fiscal 2015$13.0 $16.8 $29.8Prior Year Qtr.$3.1 $5.5 $8.6YTD Fiscal 2014$5.9 $18.5 $24.4Acquisition expenses include expenses associated with mergers. acquisitions or other business combinations, whether consummated or not, including the transaction with MWV, as well as litigation expenses associated with acquisitions and business combinations, net of recoveries. Acquisition expenses primarily consist of advisory, legal, accounting, valuation and other professional or consulting fees. Integration expenses primarily reflect severance and other employee costs, professional services, including work being performed to facilitate acquisition / merger integration, such as information systems integration costs, lease expense and other costs. Due to the complexity and duration of the integration activities, the precise amount expected to be incurred has not been quantified above. We expect integration activities related to the Smurfit-Stone Acquisition to be completed by the end of fiscal 2015. |
Restructuring and Other Costs42
Restructuring and Other Costs, Net Restructuring Accrual (Details) - Rock-Tenn Company [Member] - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Reserve [Roll Forward] | ||
Accrual at beginning of period | $ 10.9 | $ 21.8 |
Additional accruals | 0.9 | 2.3 |
Payments | (6.5) | (11.4) |
Adjustment to accruals | 0.8 | 0.3 |
Accrual at end of period | $ 6.1 | $ 13 |
Restructuring and Other Costs43
Restructuring and Other Costs, Net Restructuring Costs (Details) - Rock-Tenn Company [Member] - Segment [Domain] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Additional accruals and adjustments to accruals (see table above) | $ 1.7 | $ 2.6 | ||
Acquisition expenses | 13 | 5.9 | ||
Integration expenses | 16.9 | 18.2 | ||
Net property, plant and equipment | (0.5) | 8.3 | ||
Severance and other employee expense (income) | 0.4 | 0.7 | ||
Equipment and inventory relocation costs | 0.9 | 3.1 | ||
Facility carrying costs | 3.1 | 4.4 | ||
Other expense | 0.2 | 1.9 | ||
Restructuring and other costs, net | $ 13.1 | $ 13.3 | $ 35.7 | $ 45.1 |
Income Taxes (Details)
Income Taxes (Details) - Rock-Tenn Company [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Effective tax rates | 35.90% | 36.40% | 34.40% | 37.90% |
State of New York [Member] | ||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 9.6 | |||
State Income Tax Rate | 0.00% |
Inventories (Details)
Inventories (Details) - Rock-Tenn Company [Member] - USD ($) $ in Millions | Jun. 30, 2015 | Sep. 30, 2014 |
Finished goods and work in process | $ 387.6 | $ 421.8 |
Raw materials | 468 | 465.7 |
Spare parts and supplies | 220.9 | 225.3 |
Inventories at FIFO cost | 1,076.5 | 1,112.8 |
LIFO reserve | (80.3) | (83.6) |
Net inventories | $ 996.2 | $ 1,029.2 |
Debt (Details)
Debt (Details) $ in Millions | Jun. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 27, 2012USD ($)years |
Receivables Facility [Member] | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Receivables backed financing, maximum borrowing amount | $ 700 | ||
Rock-Tenn Company [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 2,643.5 | $ 2,984.7 | |
Current portion of debt | 129 | 132.6 | |
Long-term debt due after one year | 2,514.5 | 2,852.1 | |
Rock-Tenn Company [Member] | Notes Payable, Other Payables [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 13.4 | 12.8 | |
Rock-Tenn Company [Member] | March 2019 Notes [Member] | Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 349.8 | 349.8 | |
Rock-Tenn Company [Member] | March 2020 Notes [Member] | Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 348.1 | 347.9 | |
Rock-Tenn Company [Member] | March 2022 Notes [Member] | Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 399.5 | 399.4 | |
Rock-Tenn Company [Member] | March 2023 Notes [Member] | Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 347.3 | 347 | |
Rock-Tenn Company [Member] | Credit Facility [Member] | Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Credit Facility, maximum borrowing capacity | $ 2,700 | ||
Rock-Tenn Company [Member] | Term Loan Facilities [Member] | Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 886.4 | 947.5 | |
Rock-Tenn Company [Member] | Revolving Credit Facility [Member] | Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Credit Facility, maximum borrowing capacity | $ 1,475 | ||
Debt Instrument, Term, in Years | years | 5 | ||
Credit Facility, remaining borrowing capacity | 1,400 | ||
Rock-Tenn Company [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | 37.5 | ||
Rock-Tenn Company [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 29 | 120.3 | |
Rock-Tenn Company [Member] | Term Loan Facility [Member] | Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Credit Facility, maximum borrowing capacity | $ 1,223 | ||
Debt Instrument, Term, in Years | years | 5 | ||
Rock-Tenn Company [Member] | Receivables Facility [Member] | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 270 | $ 460 | |
Interest rate | 0.89% | 0.89% | |
Asset Securitization Facility Commitment Fee Percentage | 0.25% | 0.25% | |
Receivables backed financing, maximum borrowing amount | $ 700 | ||
Debt Instrument, Maximum Borrowing Capacity, Amount | 566.3 | $ 647.7 | |
Loans and Leases Receivable, Collateral for Secured Borrowings | $ 759.9 |
Fair Value Fair Value by Balanc
Fair Value Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Millions | 9 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Feb. 27, 2015 | Sep. 30, 2014 | Feb. 03, 2014 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Maximum Eligible Receivables That May Be Sold | $ 300 | |||||
Rock-Tenn Company [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | 2,718.5 | $ 3,062.3 | ||||
Maximum Eligible Receivables That May Be Sold | $ 300 | $ 205 | ||||
Balance at beginning of fiscal year | 10.4 | $ 0 | ||||
Receivables sold and derecognized | 897.6 | 581.3 | ||||
Receivables collected by third party institution | (797.2) | (431.8) | ||||
Cash proceeds from financial institution | (66.4) | (141.3) | ||||
Receivable from financial institution at June 30, | 44.4 | $ 8.2 | ||||
Rock-Tenn Company [Member] | Notes Payable, Other Payables [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | [1],[2] | 14.6 | 13 | |||
Rock-Tenn Company [Member] | March 2019 Notes [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | [3] | 372.8 | 376.1 | |||
Rock-Tenn Company [Member] | March 2020 Notes [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | [3] | 358 | 357.5 | |||
Rock-Tenn Company [Member] | March 2022 Notes [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | [3] | 433.3 | 430 | |||
Rock-Tenn Company [Member] | March 2023 Notes [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | [3] | 354.4 | 357.9 | |||
Rock-Tenn Company [Member] | Term Loan Facilities [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | [1] | 886.4 | 947.5 | |||
Rock-Tenn Company [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | [1] | 29 | 120.3 | |||
Rock-Tenn Company [Member] | Receivables Facility [Member] | Secured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | [1] | 270 | 460 | |||
Rock-Tenn Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | 2,643.5 | 2,984.7 | ||||
Rock-Tenn Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Notes Payable, Other Payables [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | 13.4 | 12.8 | ||||
Rock-Tenn Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | March 2019 Notes [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | 349.8 | 349.8 | ||||
Rock-Tenn Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | March 2020 Notes [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | 348.1 | 347.9 | ||||
Rock-Tenn Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | March 2022 Notes [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | 399.5 | 399.4 | ||||
Rock-Tenn Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | March 2023 Notes [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | 347.3 | 347 | ||||
Rock-Tenn Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Term Loan Facilities [Member] | Unsecured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | 886.4 | 947.5 | ||||
Rock-Tenn Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | 29 | 120.3 | ||||
Rock-Tenn Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Receivables Facility [Member] | Secured Debt [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of debt | $ 270 | $ 460 | ||||
[1] | 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. | |||||
[2] | 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. | |||||
[3] | 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. |
Retirement Plans (Details)
Retirement Plans (Details) - Rock-Tenn Company [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Pension Plans, Defined Benefit [Member] | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Service cost | $ 7 | $ 4.3 | $ 22.6 | $ 20 | |
Interest cost | 45.1 | 53 | 141.5 | 162.5 | |
Expected return on plan assets | (61.3) | (62.6) | (187.6) | (189.7) | |
Amortization of net actuarial (gain) loss | 10 | 4.6 | 27.1 | 13.3 | |
Amortization of prior service (credit) cost | 0.9 | 0.3 | 2 | 0.9 | |
Settlement loss recognized | 0 | 0.1 | 20 | 0.1 | |
Company defined benefit plan expense | 1.7 | (0.3) | 25.6 | 7.1 | |
Multiemployer and other plans | 1.5 | 1.8 | 4.3 | 5 | |
Net pension cost | 3.2 | 1.5 | 29.9 | 12.1 | |
Contributions by employer to pension and supplemental retirement plans | 72.9 | 128 | 131.1 | 218.8 | |
Defined Benefit Plan, Benefit Obligation, Period Increase (Decrease) | $ 22.1 | ||||
Lump Sum Pension Settlement [Member] | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Settlement loss recognized | 20 | ||||
Defined Benefit Plan, Settlements, Benefit Obligation | 163.7 | ||||
Defined Benefit Plan, Settlements, Plan Assets | 135.1 | ||||
Gain Recorded to Other Comprehensive Income Related to the Settlement and Remeasurement of Pension Offer | 28.6 | ||||
Defined Benefit Plan, Actuarial Gain (Loss) | (32.5) | ||||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Actuarial Gain (Loss), before Tax | (3.9) | ||||
Other Postretirement Benefit Plans, Defined Benefit [Member] | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Service cost | 0.1 | 0.2 | 0.4 | 0.8 | |
Interest cost | 1.1 | 1.2 | 3.2 | 4.2 | |
Amortization of net actuarial (gain) loss | (0.2) | (1.1) | (0.8) | (1.4) | |
Amortization of prior service (credit) cost | (0.4) | (0.3) | (1.4) | (1) | |
Curtailment (gain) loss recognized | (0.4) | $ (8.1) | 0 | (8.5) | 0 |
Postretirement plan expense (income) | 0.2 | 0 | (7.1) | 2.6 | |
Contributions by employer to pension and supplemental retirement plans | 2.3 | $ 2.5 | 8 | $ 8.2 | |
Defined Benefit Plan, Effect of Settlements and Curtailments on Accumulated Benefit Obligation | $ 0.6 | $ 0.6 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Rock-Tenn Company [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | ||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Contractual Term, Maximum | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 24.93 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 1 month | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 40.90% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 1.40% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 1 | $ 1.4 | $ 4.7 | $ 17.1 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,179,980 | 2,179,980 | 2,074,644 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 34.70 | $ 34.70 | $ 30.65 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | [1] | 257,080 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 64.90 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (125,304) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 27.57 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (26,440) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 44.37 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 11 months | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 56.8 | $ 56.8 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,365,420 | 1,365,420 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 24.70 | $ 24.70 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 7 months | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 48.5 | $ 48.5 | ||||
Stock Options, Granted in Fiscal 2015 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Proration Factor Applied to Grant Upon Combination | 16.60% | |||||
[1] | As a result of the Combination, stock options granted to employees in fiscal 2015 will be prorated with the employee receiving approximately 16.6% of the target award in accordance with the terms in the award document. |
Share-Based Compensation Restri
Share-Based Compensation Restricted Stock (Details) - Rock-Tenn Company [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 0.1 | $ 28.5 | $ 82.4 | $ 28.5 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,443,815 | 1,443,815 | 1,745,360 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 50.58 | $ 50.58 | $ 40.39 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,027,715 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 44.66 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (1,269,030) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 32 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (60,230) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 45.59 | ||||
Restricted Stock, Service Condition and Cash Flow to Equity Ratio Performance Condition at Target | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 388,210 | ||||
Restricted Stock, Non-Employee Directors [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 15,255 | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Restricted Stock, Target Awards, 2014 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 451,460 | 451,460 | |||
Percentage of Award Based on Level of Performance Attained, Current Expected | 176.60% | ||||
Restricted Stock, Target Awards, 2013 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 563,900 | 563,900 | |||
Percentage of Award Based on Level of Performance Attained, Current Expected | 200.00% | ||||
Restricted Stock, Target Awards, 2012 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Awarded Based on Performance Level Achieved | 200.00% | ||||
Additional Target Award Issued and Vested as a Result of Performance Based Achievement | 624,250 | ||||
Restricted Stock, Target Awards, 2014 and 2013 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Award Based on Level of Performance Attained, Maximum | 200.00% | ||||
Percentage of Award Based on Level of Performance Attained, Minimum | 0.00% | ||||
Percentage of Performance Based Awards Reflected | 100.00% | ||||
Restricted Stock, Target Awards, 2015 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Award Based on Level of Performance Attained, Maximum | 200.00% | ||||
Percentage of Award Based on Level of Performance Attained, Minimum | 0.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 386,730 | ||||
Percentage of Performance Based Awards Reflected | 100.00% | ||||
Proration Factor Applied to Grant Upon Combination | 16.60% | ||||
Percentage of Award Based on Level of Performance Attained, Current Expected | 146.50% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Jun. 30, 2015 - Rock-Tenn Company [Member] $ in Millions | USD ($)T |
Commitments and Contingencies [Line Items] | |
Number of tons of CO2 equal to or greater than produced by facility subject to EPA rule | T | 25,000 |
Accrual for Environmental Loss Contingencies | $ 3.9 |
Seven Hills [Member] | |
Commitments and Contingencies [Line Items] | |
Equity Method Investment, Ownership Percentage | 49.00% |
Unrecorded Contingent Purchase Obligation, Amount | $ 7 |
Percent of Ownership Acquired, Contingent Purchase Obligation | 44.00% |
Other Entities [Member] | Guarantee Type, Other [Member] | |
Commitments and Contingencies [Line Items] | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 4 |
Smurfit Stone [Member] | |
Commitments and Contingencies [Line Items] | |
Guarantor Obligations, Maximum Exposure, Undiscounted | 4 |
Other Long Term Liabilities [Member] | |
Commitments and Contingencies [Line Items] | |
Accrual for Environmental Loss Contingencies | 2.4 |
Other Current Liabilities [Member] | |
Commitments and Contingencies [Line Items] | |
Accrual for Environmental Loss Contingencies | $ 1.5 |
Segment Information (Details)
Segment Information (Details) - Rock-Tenn Company [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 2,583.9 | $ 2,581.7 | $ 7,651.3 | $ 7,434 | |
Net sales | 2,538.9 | 2,530.9 | 7,508.7 | 7,287.1 | |
Pension lump sum settlement and retiree medical curtailment, net | 0.4 | 0 | (11.5) | 0 | |
Restructuring and other costs, net | (13.1) | (13.3) | (35.7) | (45.1) | |
Interest expense | (22.6) | (23.9) | (68.9) | (71.1) | |
Interest income and other income (expense), net | (0.7) | 0.1 | (1) | (0.9) | |
Income before income taxes | 246.2 | 211.3 | 600 | 529.2 | |
Income tax expense | (88.3) | (76.9) | (206.1) | (200.7) | |
Consolidated net income | 157.9 | 134.4 | 393.9 | 328.5 | |
Less: Net income attributable to noncontrolling interests | (1.5) | (1.1) | (2.6) | (2.7) | |
Net income attributable to Rock-Tenn Company shareholders | 156.4 | 133.3 | 391.3 | 325.8 | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 2,538.9 | 2,530.9 | 7,508.7 | 7,287.1 | |
Segment Reporting Information, Segment Income | 294.9 | 262.9 | 760.6 | 699.8 | |
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 45 | 50.8 | 142.6 | 146.9 | |
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Pension lump sum settlement and retiree medical curtailment, net | 0.4 | 0 | (11.5) | 0 | |
Non-allocated expenses | (12.7) | (14.5) | (43.5) | (53.5) | |
Interest expense | (22.6) | (23.9) | (68.9) | (71.1) | |
Interest income and other income (expense), net | (0.7) | 0.1 | (1) | (0.9) | |
Corporate, Non-Segment and Segment Reconciling Items [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Restructuring and other costs, net | (13.1) | (13.3) | (35.7) | (45.1) | |
Corrugated Packaging [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Restructuring and other costs, net | [1] | 2.1 | (1.5) | (0.9) | (9.9) |
Corrugated Packaging [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,798.5 | 1,774.2 | 5,294.6 | 5,077.8 | |
Net sales | 1,770.6 | 1,739.3 | 5,203.5 | 4,976.7 | |
Segment Reporting Information, Segment Income | 214.5 | 179.8 | 567.4 | 470.6 | |
Corrugated Packaging [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 27.9 | 34.9 | 91.1 | 101.1 | |
Consumer Packaging [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Restructuring and other costs, net | [2] | (0.2) | 0 | (1.3) | 0 |
Consumer Packaging [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 497.7 | 497 | 1,462.1 | 1,458.4 | |
Net sales | 490.1 | 490.1 | 1,440.8 | 1,440.5 | |
Segment Reporting Information, Segment Income | 66 | 59.6 | 166.3 | 166.5 | |
Consumer Packaging [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 7.6 | 6.9 | 21.3 | 17.9 | |
Merchandising Displays [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 195.3 | 225.1 | 646.1 | 622.7 | |
Net sales | 191.2 | 221.4 | 631.7 | 610 | |
Segment Reporting Information, Segment Income | 11.9 | 21.4 | 23 | 57.7 | |
Merchandising Displays [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 4.1 | 3.7 | 14.4 | 12.7 | |
Recycling [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Restructuring and other costs, net | [3] | (0.9) | (3.2) | (2.9) | (10.8) |
Recycling [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 92.4 | 85.4 | 248.5 | 275.1 | |
Net sales | 87 | 80.1 | 232.7 | 259.9 | |
Segment Reporting Information, Segment Income | 2.5 | 2.1 | 3.9 | 5 | |
Recycling [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 5.4 | $ 5.3 | $ 15.8 | $ 15.2 | |
[1] | The Corrugated Packaging segment current quarter and year to date charges primarily reflect on-going closure costs at previously closed facilities net of asset sales. The prior year quarter and prior 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 cumulative charges primarily reflect charges associated with the closure of corrugated container plants and the closure of the Matane, Quebec containerboard mill, including gains and losses associated with the sale of assets associated with the closures. We have transferred a substantial portion of each closed facility's production to our other facilities. | ||||
[2] | The Consumer Packaging segment current quarter and year to date charges are primarily associated with on-going closure activity at previously closed facilities including the Cincinnati, OH specialty recycled paperboard mill. The prior year quarter and prior year to date charges primarily reflect on-going closure activity at two previously closed converting facilities. The cumulative charges primarily reflect charges associated with the closure of converting facilities and a specialty recycled paperboard mill. We have transferred a substantial portion of each closed facility’s production to our other facilities. | ||||
[3] | The Recycling segment current quarter and year to date charges are primarily associated with the on-going closure costs at previously closed facilities. The prior year quarter and prior year to date charges primarily reflect charges associated with the on-going closure costs and impairment and fair value adjustments for assets at previously closed facilities. The cumulative charges primarily reflect the charges associated with the closure of collection facilities, including gains and losses associated with the sale of assets associated with the closures. |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, shares in Millions, $ in Millions | Jul. 30, 2015 | Jul. 01, 2015USD ($)years$ / sharesshares | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Feb. 27, 2015USD ($) | Sep. 30, 2014USD ($) | Feb. 03, 2014USD ($) | Sep. 27, 2012USD ($)years |
Subsequent Event [Line Items] | |||||||||
Maximum Eligible Receivables That May Be Sold | $ 300 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Amount Which Can Be Drawn On A Delayed Draw Basis Not Later Than Nine Months After the Closing of the Credit Agreement | $ 1,100 | ||||||||
Minimum Age to Continue to Accrue Pension Plan Benefits | 50 years | ||||||||
Aggregate Age and Service to Continue to Accrue Pension Plan Benefits | 75 years | ||||||||
Receivables Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 3,500 | ||||||||
Secured Debt [Member] | Receivables Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Receivables backed financing, maximum borrowing amount | $ 700 | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.89% | ||||||||
Unsecured Debt [Member] | Credit Facility [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate, Facility Commitment Fee | 0.125% | ||||||||
Unsecured Debt [Member] | Credit Facility [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate, Facility Commitment Fee | 0.30% | ||||||||
Unsecured Debt [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Term, in Years | years | 5 | ||||||||
Credit Facility, maximum borrowing capacity | $ 2,000 | ||||||||
Unsecured Debt [Member] | Term Loan Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Term, in Years | years | 5 | ||||||||
Credit Facility, maximum borrowing capacity | $ 2,300 | ||||||||
Unsecured Debt [Member] | Farm Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Term, in Years | years | 7 | ||||||||
Credit Facility, maximum borrowing capacity | $ 600 | ||||||||
LIBOR-Based Borrowings [Member] | Unsecured Debt [Member] | Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.125% | ||||||||
LIBOR-Based Borrowings [Member] | Unsecured Debt [Member] | Credit Facility [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||
LIBOR-Based Borrowings [Member] | Unsecured Debt [Member] | Credit Facility [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||
Base Rate [Member] | Unsecured Debt [Member] | Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.125% | ||||||||
Base Rate [Member] | Unsecured Debt [Member] | Credit Facility [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | ||||||||
Base Rate [Member] | Unsecured Debt [Member] | Credit Facility [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||
MeadWestvaco [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 265.7 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Net of Cash Acquired | $ 1,831.7 | ||||||||
Business Acquisition, Effective Date of Acquisition | Jul. 1, 2015 | ||||||||
Expense Related to Acquisition Inventory Step-Up | $ 106.2 | ||||||||
Unfavorable Contracts, Useful Live, Minimum | 1 year | ||||||||
Unfavorable Contracts | $ 38.5 | ||||||||
Adjustment to Fair Value Debt Assumed in Business Combination | 337.5 | ||||||||
Business Acquisition, Cost of Acquired Entity, Preliminary Purchase Price | $ 8,287.4 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | shares | 130.4 | ||||||||
Purchases of common stock | $ 667.8 | ||||||||
Common Stock Par Value Per Share of MeadWestvaco | $ / shares | $ 0.01 | ||||||||
Ratio of MeadWestvaco Shares to WestRock Shares | 78.00% | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Issued to MeadWestvaco Stockholders | shares | 131.2 | ||||||||
Fair Value of Equity Awards Issued | $ 211.5 | ||||||||
Property, plant, equipment and forestlands | 4,041.5 | ||||||||
Prepaid pension asset | 1,407.8 | ||||||||
Goodwill | 3,845.9 | ||||||||
Intangible assets | 2,917.4 | ||||||||
Restricted assets held by special purpose entities | 1,302 | ||||||||
Other long-term assets | 373.6 | ||||||||
Total assets acquired | 15,985.6 | ||||||||
Current portion of debt | 62.3 | ||||||||
Current liabilities | 1,004.8 | ||||||||
Long-term debt due after one year | 2,081.9 | ||||||||
Non-recourse liabilities held by special purpose entities | 1,181 | ||||||||
Accrued pension and other long-term benefits | 230.6 | ||||||||
Deferred income tax liabilities | 2,515.7 | ||||||||
Other long-term liabilities | 447.9 | ||||||||
Noncontrolling interest | 174 | ||||||||
Total liabilities and noncontrolling interest assumed | 7,698.2 | ||||||||
Net assets acquired | $ 8,287.4 | ||||||||
Unfavorable Contracts, Useful Live, Maximum | 9 years | ||||||||
MeadWestvaco [Member] | Customer Relationships [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,807.5 | ||||||||
MeadWestvaco [Member] | Patents [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 55.6 | ||||||||
MeadWestvaco [Member] | Trademarks [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 51.9 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||||
MeadWestvaco [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Adjustment to Fair Value Debt Assumed in Business Combination, Amortization Period | 1 year | ||||||||
MeadWestvaco [Member] | Minimum [Member] | Customer Relationships [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 18 years | ||||||||
MeadWestvaco [Member] | Minimum [Member] | Patents [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||
MeadWestvaco [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Adjustment to Fair Value Debt Assumed in Business Combination, Amortization Period | 32 years | ||||||||
MeadWestvaco [Member] | Maximum [Member] | Customer Relationships [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 21 years | ||||||||
MeadWestvaco [Member] | Maximum [Member] | Patents [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||||
Rock-Tenn Company [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchases of common stock | $ 8.7 | $ 73.8 | |||||||
Goodwill | 1,919.5 | $ 1,926.4 | |||||||
Total assets acquired | $ 447.7 | ||||||||
Maximum Eligible Receivables That May Be Sold | $ 300 | $ 205 | |||||||
Rock-Tenn Company [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Minimum Age to Continue to Accrue Pension Plan Benefits | 50 years | ||||||||
Aggregate Age and Service to Continue to Accrue Pension Plan Benefits | 75 years | ||||||||
Rock-Tenn Company [Member] | Secured Debt [Member] | Receivables Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Receivables backed financing, maximum borrowing amount | $ 700 | ||||||||
Interest rate | 0.89% | 0.89% | |||||||
Rock-Tenn Company [Member] | Unsecured Debt [Member] | Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Credit Facility, maximum borrowing capacity | $ 2,700 | ||||||||
Rock-Tenn Company [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Term, in Years | years | 5 | ||||||||
Credit Facility, maximum borrowing capacity | $ 1,475 | ||||||||
Rock-Tenn Company [Member] | Unsecured Debt [Member] | Term Loan Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Term, in Years | years | 5 | ||||||||
Credit Facility, maximum borrowing capacity | $ 1,223 | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 265.7 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Net of Cash Acquired | $ 1,831.7 | ||||||||
Business Acquisition, Effective Date of Acquisition | Jul. 1, 2015 | ||||||||
Expense Related to Acquisition Inventory Step-Up | $ 106.2 | ||||||||
Unfavorable Contracts, Useful Live, Minimum | 1 year | ||||||||
Adjustment to Fair Value Debt Assumed in Business Combination | $ 337.5 | ||||||||
Business Acquisition, Cost of Acquired Entity, Preliminary Purchase Price | $ 8,287.4 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | shares | 130.4 | ||||||||
Purchases of common stock | $ 667.8 | ||||||||
Common Stock Par Value Per Share of MeadWestvaco | $ / shares | $ 0.01 | ||||||||
Ratio of MeadWestvaco Shares to WestRock Shares | 78.00% | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Issued to MeadWestvaco Stockholders | shares | 131.2 | ||||||||
Fair Value of Equity Awards Issued | $ 211.5 | ||||||||
Property, plant, equipment and forestlands | 4,041.5 | ||||||||
Prepaid pension asset | 1,407.8 | ||||||||
Goodwill | 3,845.9 | ||||||||
Intangible assets | 2,917.4 | ||||||||
Restricted assets held by special purpose entities | 1,302 | ||||||||
Other long-term assets | 373.6 | ||||||||
Total assets acquired | 15,985.6 | ||||||||
Current portion of debt | 62.3 | ||||||||
Current liabilities | 1,004.8 | ||||||||
Long-term debt due after one year | 2,081.9 | ||||||||
Non-recourse liabilities held by special purpose entities | 1,181 | ||||||||
Accrued pension and other long-term benefits | 230.6 | ||||||||
Deferred income tax liabilities | 2,515.7 | ||||||||
Other long-term liabilities | 447.9 | ||||||||
Noncontrolling interest | 174 | ||||||||
Total liabilities and noncontrolling interest assumed | 7,698.2 | ||||||||
Net assets acquired | $ 8,287.4 | ||||||||
Unfavorable Contracts, Useful Live, Maximum | 9 years | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Customer Relationships [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,807.5 | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Contract-Based Intangible Assets [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Unfavorable Contracts | 38.5 | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Patents [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 55.6 | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Trademarks [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 51.9 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Adjustment to Fair Value Debt Assumed in Business Combination, Amortization Period | 1 year | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Minimum [Member] | Customer Relationships [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 18 years | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Minimum [Member] | Patents [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Adjustment to Fair Value Debt Assumed in Business Combination, Amortization Period | 32 years | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Maximum [Member] | Customer Relationships [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 21 years | ||||||||
Rock-Tenn Company [Member] | MeadWestvaco [Member] | Maximum [Member] | Patents [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years |