Rocket Companies 8-K Rock-Tenn Company Will Hold Conference Call To Discuss Second Quarter 2003 Results

EXHIBIT 99.2

Rock-Tenn Company Reports Second Quarter 2003 Results

Norcross, Ga., April 22, 2003 — Rock-Tenn Company (NYSE:RKT) today reported net income of $7.3 million, or $0.21 per diluted share, for the fiscal second quarter ended March 31, 2003, compared to net income of $11.6 million, or $0.34 per diluted share, in the comparable quarter of the prior fiscal year. Rock-Tenn Company’s net income in the fiscal second quarter of 2003 included a $0.9 million pre-tax charge related to restructuring and other costs.

Net sales for the fiscal second quarter of 2003 were $367.4 million compared to net sales of $348.1 million in the prior year quarter. The acquisition of Cartem-Wilco Group, which was completed effective January 15, 2003, contributed $12.3 million of the $19.3 million increase in net sales.

Chairman and Chief Executive Officer’s Statement

Rock-Tenn Company Chairman and Chief Executive Officer James A. Rubright stated, “Our results reflect record second quarter revenue of $163 million in our folding carton business. Revenue from growth in customer shipments and our acquisition of Cartem-Wilco in the middle of January accounted for the increase in sales. Our five clay-coated recycled boxboard mills shipped record volumes of 128,606 tons in the quarter. In total, our recycled mills operated at 97% of capacity, the highest in over five years. Our strategy of capitalizing our packaging plants as low cost producers to a broad array of customers and investing in our mills to be industry leaders in quality are paying solid dividends as customers continue to choose Rock-Tenn Company as their preferred supplier.

“We believe that earnings in the fiscal third quarter of 2003 will be in the range of $0.20 to $0.25 per diluted share and that earnings for the fiscal year will be in the range of $0.85 to $0.95 per diluted share. Our earnings estimates include estimated restructuring costs from previously announced plant closings of approximately $1 million for the balance of the fiscal year. We are reducing our prior forecast to reflect current market conditions. Our costs for raw materials have increased and we expect to begin recovering these costs as we move through the next two quarters. Also, we issued $100 million of ten-year notes in March, and the higher interest cost of this financing will reduce our expected earnings for the next two quarters by approximately $0.03 per share.”

Segment Results

Packaging Products Segment

Packaging Products segment sales increased 11.2% in the fiscal second quarter of 2003 to $213.5 million from $192.0 million in the fiscal second quarter of 2002. Packaging Products segment operating income was $10.1 million in the fiscal second quarter of 2003 compared to $12.8 million in the prior year quarter. Return on sales for the fiscal second quarter of 2003 decreased to 4.7% from 6.7% in the prior year quarter.

The increase in sales for the Packaging Products segment in the second quarter of 2003 was primarily due to higher volumes in the Folding Carton division, which experienced a $17.5 million increase in sales from the year ago period. The volume increase was a combination of organic growth and the sales increase related to the Cartem-Wilco Group acquisition that was completed in January 2003. The decrease in operating income for the segment was due to the inability to pass through higher raw material costs as well as changes in product mix. The Folding Carton division experienced a decrease in operating income from the prior year period due to increased raw material prices, higher fuel costs and increased labor costs. These costs were somewhat offset by the operating income contributed by Cartem-Wilco Group. RTS Packaging, Rock-Tenn Company’s interior packaging joint venture, experienced a 3.6% increase in sales compared to the prior year quarter and a slight decrease in operating income. The sales increase was due to a combination of price and volume increases. The decrease in operating income was a result of higher raw material costs. Despite an increase in the sales of

1

DuraFresh® trays compared to the previous year quarter, the Plastic Packaging division was negatively impacted by higher resin prices and a shift in product mix toward lower margin extrusion sales.

Merchandising Displays and Corrugated Packaging Segment

Merchandising Displays and Corrugated Packaging segment sales decreased $5.8 million from the prior year period to $64.3 million. Operating income for the segment was $5.1 million in the second fiscal quarter of 2003 compared to $7.8 million in the prior year quarter. Return on sales for the fiscal second quarter of 2003 was 7.9% compared to 11.2% in the prior year quarter.

The decrease in sales and operating income from the prior year quarter reflected a slowdown in marketing activity by consumer products companies and lower prices and volumes experienced in the Corrugated Packaging division. The Corrugated Packaging division experienced a decline in volumes relative to the prior year period primarily as a result of the September 2002 closure of its Dothan, Alabama facility.

Paperboard Segment

Paperboard segment sales increased 5.7% to $130.7 million in the fiscal second quarter of 2003 from $123.7 million in the same quarter of 2002. Sales increased due to a higher average selling price as well as an increase in volume. Operating income in the segment was flat compared to the prior year period. Operating income at the Company’s specialty paperboard mills increased as a result of the September 2002 shutdown of the Dallas specialty machine as well as an increase in the average price per ton for the Company’s paperboard compared to the year ago period. The Company’s Laminated Paperboard Products division’s margins declined due to reduced volume and competitive pricing. Total tons shipped in the quarter for the Paperboard segment were 283,364 tons, a 3.9% increase from the 272,762 tons shipped in the same quarter last year. Return on sales for the period was 4.9% in the second quarter of 2003 compared to 5.1% in the second quarter of 2002.

Selling, General & Administrative Expenses

During the second quarter of 2003, selling, general and administrative expenses (SG&A) were $45.1 million compared to $45.1 million in the same quarter of last year. The Company’s bad debt expense was $1.3 million lower than last year, primarily due to lower total exposure to and improvements in the credit quality of several customers. Salary and pension expenses attributable to SG&A were $1.7 million more than the same quarter of last year.

Capital Expenditures

Rock-Tenn Company’s capital expenditures for the quarter were $15.3 million, in-line with the Company’s expectation that capital expenditures will be approximately $60.0 to $65.0 million for the fiscal year.

Financing

Rock-Tenn Company’s debt balance, excluding the fair value hedge adjustment, at the end of the second quarter was $495.5 million compared to $441.4 million on December 31, 2002. The increase of $54.1 million represents a paydown of over $10 million of debt during the quarter after accounting for the acquisition of Cartem-Wilco Group at a cost of approximately $65.2 million.

As previously announced, Rock-Tenn Company issued $100 million of 10-year notes with a coupon of 5.625% during the quarter. The issuance spread was 200 basis points over the comparable maturity Treasuries. Proceeds from the debt issuance were used primarily towards refinancing debt to fund the acquisition of Cartem-Wilco Group.

2

As a result of issuing the 10-year notes, Rock-Tenn Company amended its bank credit facility and renewed its receivables securitization facility, which was also previously announced during the second quarter of 2003. The Company reduced the amount of available borrowing capacity under the bank credit facility from $300 million to $125 million. The amendment to the bank credit facility reduces the minimum fixed charge coverage ratio from 2:1 to 1.75:1 and increases the maximum funded debt to EBITDA ratio from 3.5:1 to 4:1 through September 30, 2004 and to 3.75:1 thereafter. The amendment to the bank credit facility excludes the cash costs of certain plant closings from the fixed charge and funded debt to EBITDA covenant calculations and also excludes from the calculation of the minimum consolidated net worth covenant pension plan charges and credits taken to other comprehensive income after September 30, 2001. The Company renewed its $125 million receivables securitization facility through March 29, 2004.

Cautionary Statements

Statements herein regarding expected earnings of the Company, expected performance of the Company’s businesses, expected levels of demand, expected capital expenditures, and expected restructuring costs constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such statements are based on our current expectations and beliefs and are subject to certain risks and uncertainties that could cause actual results to differ materially from those contained in any forward looking statement. With respect to these statements, the Company has made assumptions regarding expected economic conditions, expected volumes and price levels of purchases by customers, raw material and energy costs, capital expenditures, including installation costs, project development and implementation costs, severance and other shutdown costs and expected credit availability. The forward-looking statements are subject to certain risks including, among others, that the foregoing assumptions are inaccurate. There are many factors that impact these forward-looking statements that cannot be predicted accurately. Actual results may vary materially from current expectations, in part because the Company manufactures most of its products against customer orders with short lead times and small backlogs, while earnings are currently dependent on volume due to price levels and fixed operating costs. Further, these forward-looking statements are subject to a number of general risks including, among others, decreases in demand for the Company’s products, increases in energy and raw material costs, increases in capital equipment costs, fluctuations in selling prices and adverse changes in general market and industry conditions. Such risks are more particularly described in the Company’s filings with the Securities and Exchange Commission, including under the caption “Forward-looking Information and Risk Factors” in the Company’s Annual Report on Form 10-K for the most recently ended fiscal year. Management believes its estimates are reasonable; however, undue reliance should not be placed on such estimates, which are based on current expectations. The information contained herein speaks as of the date hereof and the Company does not undertake any obligation to update such information as future events unfold.

Conference Call

The Company will host a conference call to discuss its second quarter 2003 and other topics that may be raised during the discussion at 2:00 p.m., ET, on Tuesday, April 22. The conference call will be webcast and can be accessed, along with a copy of this press release and any other statistical information related to the conference call, at www.rocktenn.com. Rock-Tenn Company is one of North America’s leading marketing and packaging solutions companies, with annual net sales of over $1.4 billion and over 75 manufacturing operations in the United States, Canada, Mexico and Chile.

Contact:	Rock-Tenn Company
	Steven C. Voorhees, Executive Vice President & Chief Financial Officer
	David Rees, Investor Relations
	770-448-2193

3

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

		FOR THE THREE MONTHS ENDED						FOR THE SIX MONTHS ENDED
		March 31,			March 31,			March 31,			March 31,
		2003			2002			2003			2002
NET SALES		$	367,427		$	348,119		$	714,983		$	698,686
Cost of Goods Sold			301,861			277,408			585,305			552,293
Gross Profit			65,566			70,711			129,678			146,393
Selling, General and Administrative Expenses			45,070			45,061			94,071			92,580
Restructuring and Other Costs			935			35			416			(165	)
Income from Operations			19,561			25,615			35,191			53,978
Interest Expense			(6,566	)		(6,182	)		(13,029	)		(13,096	)
Interest and Other Income			56			88			108			368
Income (Loss) from Unconsolidated Joint Venture			(284	)		172			(284	)		(694	)
Minority Interest in Income of Consolidated Subsidiary			(784	)		(760	)		(1,522	)		(1,520	)
INCOME BEFORE INCOME TAXES			11,983			18,933			20,464			39,036
Provision for income Taxes			4,653			7,349			8,064			15,253
INCOME BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE			7,330			11,584			12,400			23,783
Cumulative Effect of a Change in Accounting Principle (Net of $2,368 Income Taxes)			—			—			—			(5,844	)
NET INCOME		$	7,330		$	11,584		$	12,400		$	17,939
Weighted Average Common Shares Outstanding-Diluted			34,515			34,353			34,513			34,061
Diluted Earnings Per Share:
	Income Before Cumulative Effect of a Change in Accounting Principle	$	.21		$	.34		$	.36		$	.70
	Cumulative Effect of a Change in Accounting Principle		—			—			—			(.17	)
Diluted Earnings Per Share		$	.21		$	.34		$	.36		$	.53

4

ROCK-TENN COMPANY
INDUSTRY SEGMENT INFORMATION
(UNAUDITED)
(IN THOUSANDS, EXCEPT TONNAGE DATA)

	FOR THE THREE MONTHS ENDED						FOR THE SIX MONTHS ENDED
	March 31,			March 31,			March 31,			March 31,
	2003			2002			2003			2002
NET SALES:
Packaging Products Segment	$	213,471		$	192,004		$	404,881		$	386,515
Merchandising Displays and Corrugated Packaging Segment		64,335			70,104			138,176			142,557
Paperboard Segment		130,741			123,743			253,878			248,824
Intersegment Eliminations		(41,120	)		(37,732	)		(81,952	)		(79,210	)
TOTAL		367,427			348,119			714,983			698,686
INCOME BEFORE TAXES:
Packaging Products Segment		10,065			12,830			14,924			24,384
Merchandising Displays and Corrugated Packaging Segment		5,073			7,849			11,980			19,238
Paperboard Segment		6,351			6,347			11,412			12,634
Segment Income		21,489			27,026			38,316			56,256
Restructuring and Other Costs		(935	)		(35	)		(416	)		165
Other Non-Allocated Expense		(1,277	)		(1,204	)		(2,993	)		(3,137	)
Interest Expense		(6,566	)		(6,182	)		(13,029	)		(13,096	)
Interest and Other Income		56			88			108			368
Minority Interest in Income of Consolidated Subsidiary		(784	)		(760	)		(1,522	)		(1,520	)
TOTAL	$	11,983		$	18,933		$	20,464		$	39,036
Paperboard Shipped (in tons)		283,364			272,762			541,497			540,238

5

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)

		FOR THE THREE MONTHS ENDED						FOR THE SIX MONTHS ENDED
		March 31,			March 31,			March 31,			March 31,
		2003			2002			2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	7,330		$	11,584		$	12,400		$	17,939
Items in income not affecting cash:
Depreciation and amortization			18,788			18,383			38,207			36,142
Deferred income taxes			(1,380	)		1,891			1,102			4,761
Deferred compensation expense			171			59			342			577
Gain on disposal of property, plant and equipment			(74	)		(90	)		(747	)		(317	)
Pension funding less than expense			2,780			—			5,981			—
Equity in (income) loss from joint venture			284			(172	)		284			694
Minority interest in income of consolidated subsidiary			784			760			1,522			1,520
Impairment loss and other non-cash charges			530			8			896			5,852
Net changes in operating assets and liabilities			(3,941	)		(21,047	)		(8,379	)		(27,833	)
CASH PROVIDED BY OPERATING ACTIVITIES			25,272			11,376			51,608			39,335
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(15,272	)		(17,571	)		(31,993	)		(28,649	)
Cash paid for purchase of businesses			(65,220	)		(12,772	)		(65,220	)		(21,760	)
Cash contributed to joint venture			(155	)		(1,292	)		(237	)		(1,650	)
Proceeds from sale of property, plant and equipment			573			1,744			6,699			2,548
Decrease in unexpended industrial revenue bond proceeds			827			—			827			—
CASH USED FOR INVESTING ACTIVITIES			(79,247	)		(29,891	)		(89,924	)		(49,511	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of public notes			99,748			—			99,748			—
Net additions to revolving credit facilities			3,300			18,000			1,600			12,000
Additions to debt			47,213			9,264			47,220			11,794
Repayments of debt			(96,184	)		(11,942	)		(106,318	)		(14,289	)
Proceeds from monetizing swap contracts			2,482			—			2,482			—
Debt issuance costs			(990	)		(24	)		(990	)		(70	)
Issuance of common stock			966			3,890			1,981			4,719
Purchases of common stock			—			—			(1,313	)		—
Cash dividends paid to shareholders			(2,753	)		(2,532	)		(5,508	)		(5,054	)
Distribution to minority interest			(160	)		(1,120	)		(1,260	)		(1,645	)
CASH PROVIDED BY FINANCING ACTIVITIES			53,622			15,536			37,642			7,455
Effect of exchange rate changes on cash			(1,028	)		370			(464	)		840
DECREASE IN CASH AND CASH EQUIVALENTS			(1,381	)		(2,609	)		(1,138	)		(1,881	)
Cash and cash equivalents:
Beginning of period			6,803			5,919			6,560			5,191
End of period		$	5,422		$	3,310		$	5,422		$	3,310
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
	Income taxes (net of refunds)	$	3,327		$	11,011		$	7,190		$	17,109
	Interest (net of amounts capitalized)		12,202			12,918			12,293			13,948

6

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)

	MARCH 31,		DECEMBER 31,		SEPTEMBER 30,
	2003		2002		2002
ASSETS:
Cash and cash equivalents	$	5,422	$	6,803	$	6,560
Receivables — net		151,815		135,040		154,592
Inventories — at LIFO cost — net		123,909		111,436		111,749
Other current assets		17,825		18,427		15,060
TOTAL CURRENT ASSETS		298,971		271,706		287,961
Property, plant and equipment — net		595,891		564,420		572,087
Intangible and other assets		336,398		311,161		313,003
TOTAL ASSETS	$	1,231,260	$	1,147,287	$	1,173,051
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current maturities of debt	$	4,335	$	51,156	$	62,917
Other current liabilities		152,252		138,904		158,918
TOTAL CURRENT LIABILITIES		156,587		190,060		221,835
Long-term maturities of debt		491,173		390,256		390,323
Adjustment for fair value hedge		19,931		20,010		19,751
Total long-term debt		511,104		410,266		410,074
Deferred income taxes		90,942		86,827		84,345
Other long-term items		52,950		52,091		51,650
Shareholders’ equity		419,677		408,043		405,147
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,231,260	$	1,147,287	$	1,173,051

7

Rock-Tenn Company Quarterly Statistics

Paperboard Group Operating Statistics

		1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Fiscal Year
Average Price Per Ton(a)
Coated & Specialty Paperboard(b)
	2001	$	448	$	445	$	430	$	428	$	438
	2002		424		410		410		425		417
	2003		438		423		—		—		—
Corrugated Medium
	2001		378		365		350		349		360
	2002		342		337		331		346		339
	2003		367		356		—		—		—
All Tons
	2001		436		433		417		414		425
	2002		410		398		397		413		405
	2003		426		413		—		—		—
Average Recovered
Paper Cost
	2001		74		68		66		67		69
	2002		67		65		78		108		80
	2003		82		78		—		—		—
Tons Shipped
Coated
	2001		118,799		119,624		117,576		125,952		481,951	��
	2002		125,382		117,813		117,724		126,625		487,544
	2003		117,566		128,606		—		—		—
Specialty(b)
	2001		97,913		102,732		109,086		104,717		414,448
	2002		98,538		112,408		117,652		114,367		442,965
	2003		99,752		113,299		—		—		—
Corrugated Medium
	2001		41,452		39,827		42,025		45,879		169,183
	2002		43,556		42,541		43,960		44,797		174,854
	2003		40,815		41,459		—		—		—
Total
	2001		258,164		262,183		268,687		276,548		1,065,582
	2002		267,476		272,762		279,336		285,789		1,105,363
	2003		258,133		283,364		—		—		—

(a) The Average Recycled Paperboard and Corrugated Medium Prices represent the average gross sales price per manufactured ton shipped adjusted for volume discounts and freight billed or allowed. The Average Recycled Paperboard and Corrugated Medium Prices are not adjusted for payment discounts or sales returns and allowances. The Weighted Average Recovered Paper Cost represents the average cost of fiber per manufactured ton shipped, including related freight and brokerage costs.

(b) Specialty Paperboard Average Price Per Ton and Tons Shipped include tons shipped by Seven Hills Paperboard LLC, our joint venture with LaFarge Corporation.

8

Rock-Tenn Company Quarterly Statistics

Segment Sales and Operating Income
(In Thousands)

			1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Fiscal Year
Packaging Products Segment
	Sales
		2001	$	195,575		$	206,918		$	198,618		$	204,996		$	806,107
		2002		194,511			192,004			199,664			204,031			790,210
		2003		191,410			213,471			—			—			—
	Income
		2001		10,799			11,719			12,777			12,779			48,074
		2002		11,554			12,830			14,605			11,499			50,488
		2003		4,859			10,065			—			—			—
	Return On Sales
		2001		5.5	%		5.7	%		6.4	%		6.2	%		6.0	%
		2002		5.9	%		6.7	%		7.3	%		5.6	%		6.4	%
		2003		2.5	%		4.7	%		—			—			—
Merchandising Displays and Corrugated Packaging Segment
	Sales
		2001	$	57,830		$	65,778		$	65,757		$	74,030		$	263,395
		2002		72,453			70,104			67,970			79,606			290,133
		2003		73,841			64,335			—			—			—
	Income
		2001		2,751			8,525			8,328			10,642			30,246
		2002		11,389			7,849			4,569			9,006			32,813
		2003		6,907			5,073			—			—			—
	Return on Sales
		2001		4.8	%		13.0	%		12.7	%		14.4	%		11.5	%
		2002		15.7	%		11.2	%		6.7	%		11.3	%		11.3	%
		2003		9.4	%		7.9	%		—			—			—
Paperboard Segment
	Sales
		2001	$	131,455		$	133,158		$	130,506		$	129,432		$	524,551
		2002		125,081			123,743			129,094			138,263			516,181
		2003		123,137			130,741			—			—			—
	Income
		2001		10,336			10,275			10,503			10,519			41,633
		2002		6,287			6,347			9,033			2,426			24,093
		2003		5,061			6,351			—			—			—
	Return on Sales
		2001		7.9	%		7.7	%		8.0	%		8.1	%		7.9	%
		2002		5.0	%		5.1	%		7.0	%		1.8	%		4.7	%
		2003		4.1	%		4.9	%		—			—			—

9

Rock-Tenn Company Quarterly Statistics

Key Financial Statistics
(In Thousands except EPS Data)

		1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Fiscal Year
Income Before Cumulative Effect of a Change in Accounting Principle
	2001	$	4,505	$	7,318	$	9,120	$	9,294	$	30,237
	2002		12,199		11,584		5,471		3,216		32,470
	2003		5,070		7,330		—		—		—
Diluted EPS Before Cumulative Effect of a Change in Accounting Principle
	2001		0.13		0.22		0.27		0.28		0.90
	2002		0.36		0.34		0.16		0.09		0.94
	2003		0.15		0.21		—		—		—
Net Income
	2001		4,791		7,318		9,120		9,294		30,523
	2002		6,355		11,584		5,471		3,216		26,626
	2003		5,070		7,330		—		—		—
Diluted EPS
	2001		0.14		0.22		0.27		0.28		0.91
	2002		0.19		0.34		0.16		0.09		0.77
	2003		0.15		0.21		—		—		—
Depreciation & Amortization
	2001		19,262		19,002		19,662		19,667		77,593
	2002		17,759		18,383		18,092		18,287		72,521
	2003		19,419		18,788		—		—		—
Capital Expenditures
	2001		16,632		17,515		17,652		20,762		72,561
	2002		11,078		17,571		24,889		24,102		77,640
	2003		16,721		15,272		—		—		—

10