Rocket Companies 8-K RockTenn Reports Earnings for the Third Quarter of Fiscal 2010 of $1.14 Per Share, a 63% Increase in Adjusted Earnings Over the Second Quarter

Exhibit 99.1

RockTenn Reports Earnings for the Third Quarter of Fiscal 2010 of $1.14 Per Share, a 63% Increase in Adjusted Earnings Over the Second Quarter

NORCROSS, Ga.--(BUSINESS WIRE)--July 26, 2010--RockTenn (NYSE:RKT) today reported earnings for the quarter ended June 30, 2010 of $1.14 per diluted share. The Company’s adjusted earnings were $1.14 per diluted share compared to the prior year quarter adjusted earnings of $1.42 per diluted share.

	Three Months		Three Months			Nine Months			Nine Months
	Ended		Ended			Ended			Ended
	June 30,		June 30,			June 30,			June 30,
	2010		2009			2010			2009
Earnings per diluted share	$	1.14	$	2.23		$	3.39		$	3.99
Alternative fuel tax credit, net		—		(0.86	)		(0.74	)		(0.86	)
Loss on extinguishment of debt		—		0.03			0.05			0.07
Restructuring and other costs, net		—		0.02			0.06			0.17
Operating losses of previously closed facilities		—		—			0.03			0.03
Adjusted earnings per diluted share	$	1.14	$	1.42		$	2.79		$	3.40

Third Quarter Results

• Net sales of $771.9 million for the third quarter of fiscal 2010 increased $68.0 million compared to the third quarter of fiscal 2009.
• Segment income was $101.4 million compared to $117.3 million in the prior year quarter excluding $32.7 million of alternative fuel tax credit, net of expenses in the prior year quarter.

Chairman and Chief Executive Officer’s Statement

RockTenn Chairman and Chief Executive Officer James A. Rubright stated, “RockTenn’s adjusted earnings of $1.14 per share increased 63% over adjusted earnings of $0.70 per share in the March quarter on moderating recycled fiber and wood costs, strengthening customer demand and realization of previously announced price increases. Our mill backlogs continue to be very strong and the overall demand environment continues to improve, providing a basis for our optimism regarding earnings improvement through fiscal 2011.”

Segment Results

Paperboard and Containerboard Tons Shipped and Average Price

Total tons shipped in the third quarter of fiscal 2010 increased by 63,756 tons over the prior year quarter and increased on a sequential quarter basis by 16,536 tons. The average selling price for all paperboard and containerboard grades increased $38 per ton from the prior year quarter and increased $32 per ton on a sequential quarter basis.

Consumer Packaging Segment

Consumer Packaging segment net sales increased 5.6% in the third quarter of fiscal 2010 compared to the prior year quarter, due to higher volumes and increased paperboard selling prices. Segment income was $49.1 million in the third quarter of fiscal 2010 and $50.3 million in the prior year quarter excluding $32.7 million of alternative fuel tax credit, net of expenses in the prior year quarter.

Corrugated Packaging Segment

Corrugated Packaging segment net sales increased $24.0 million to $210.5 million in the third quarter of fiscal 2010 compared to the prior year quarter, due to higher volumes and increased containerboard selling prices. Segment income was $35.9 million in the third quarter of fiscal 2010 and segment return on sales was 17.1%.

Merchandising Displays Segment

Merchandising Displays segment net sales increased $8.2 million over the prior year third quarter. Segment income increased to $8.4 million in the third quarter of fiscal 2010 compared to $8.0 million in the prior year quarter, and segment return on sales was 9.6%.

Specialty Paperboard Products Segment

Specialty Paperboard Products segment net sales increased $19.4 million in the third quarter of fiscal 2010 compared to the prior year quarter primarily due to higher recycled fiber prices and volumes and increased paperboard volumes. Segment income was $8.0 million in the third quarter of fiscal 2010 and $9.4 million in the prior year quarter. The decrease was due primarily to higher recycled fiber costs.

Cash Provided By Operating Activities

Net cash provided by operating activities in the third quarter of fiscal 2010 was $100.3 million compared to $114.4 million in the prior year quarter primarily due to lower earnings and a smaller net decrease in operating assets and liabilities in the current year quarter compared to the prior year period.

Financing and Investing Activities

We reduced net debt by $63.5 million in the third quarter and $311.5 million in the twelve months ended June 30, 2010. Our Credit Agreement Debt/EBITDA ratio was 2.14 times at June 30, 2010, well below our maximum permitted ratio of 4.25 times and the July 1, 2010 re-set of 3.75 times.

Conference Call

We will host a conference call to discuss our results of operations for the third quarter of fiscal 2010 and other topics that may be raised during the discussion at 9:00 a.m., Eastern Time, on July 27, 2010. The conference call will be webcast and can be accessed, along with a copy of this press release, at www.rocktenn.com.

About RockTenn

RockTenn (NYSE:RKT) is one of North America’s leading manufacturers of paperboard, containerboard and consumer and corrugated packaging, with annual net sales of approximately $3 billion. RockTenn’s 10,000 employees are committed to exceeding their customers’ expectations – every time. The Company operates locations in the United States, Canada, Mexico, Chile and Argentina. For more information, visit www.rocktenn.com.

Cautionary Statements

Statements herein regarding, among others, the strength of our mill backlogs, continued improvement in the overall demand environment and our optimism regarding earnings improvement through fiscal 2011 constitute forward-looking statements within the meaning of the federal securities laws. These statements 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, we have made assumptions regarding, among other things, expected economic, competitive and market conditions generally; expected volumes and price levels of purchases by customers; recycled fiber and energy costs; costs associated with facility closures; competitive conditions in our businesses and possible adverse actions of our customers, our competitors and suppliers. Management believes its assumptions are reasonable; however, undue reliance should not be placed on these estimates, which are based on current expectations. There are many factors that impact these forward-looking statements that we cannot predict accurately. Further, our business is subject to a number of general risks that would affect any such forward-looking statements including, among others, decreases in demand for our products; increases in energy, raw materials, shipping and capital equipment costs; reduced supply of raw materials; fluctuations in selling prices and volumes; intense competition; the potential loss of certain key customers; changes in environmental and other governmental regulation; and adverse changes in general market and industry conditions. These risks are more particularly described in our filings with the Securities and Exchange Commission, including under the caption “Business―Forward-Looking Information” and “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2009. The information contained in this release speaks as of the date hereof and we do not undertake any obligation to update this information as future events unfold.

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
	FOR THE THREE MONTHS ENDED						FOR THE NINE MONTHS ENDED
	June 30,			June 30,			June 30,			June 30,
		2010			2009			2010			2009
NET SALES	$	771.9		$	703.9		$	2,194.6		$	2,083.3
Cost of Goods Sold (net of alternative fuel tax
credit of $0, $32.7, $28.8 and $32.7)		595.8			480.8			1,678.7			1,523.9
Gross Profit		176.1			223.1			515.9			559.4
Selling, General and Administrative Expenses		84.9			81.4			252.1			246.4
Restructuring and Other Costs, net		(0.2	)		1.1			4.1			10.8
Operating Profit		91.4			140.6			259.7			302.2
Interest Expense		(17.8	)		(23.2	)		(58.5	)		(74.2	)
Loss on Extinguishment of Debt		-			(1.9	)		(2.8	)		(4.3	)
Interest Income and Other Income (Expense), net		0.1			-			0.4			(0.1	)
Equity in Income (Loss) of Unconsolidated Entities		0.3			0.3			0.2			(0.3	)
INCOME BEFORE INCOME TAXES		74.0			115.8			199.0			223.3
Income Tax Expense		(27.0	)		(27.4	)		(60.7	)		(66.0	)
CONSOLIDATED NET INCOME		47.0			88.4			138.3			157.3
Less: Net Income Attributable to Noncontrolling
Interests		(1.9	)		(1.4	)		(4.1	)		(2.3	)
NET INCOME ATTRIBUTABLE TO ROCK-TENN
COMPANY SHAREHOLDERS	$	45.1		$	87.0		$	134.2		$	155.0
Computation of diluted earnings per share under the two-class method (in millions, except per share data):
Net income attributable to Rock-Tenn Company
shareholders	$	45.1		$	87.0		$	134.2		$	155.0
Less: Distributed and undistributed income
available to participating securities		(0.6	)		(0.9	)		(1.7	)		(1.9	)
Distributed and undistributed income available to
Rock-Tenn Company shareholders	$	44.5		$	86.1		$	132.5		$	153.1
Diluted weighted average shares outstanding		39.2			38.5			39.1			38.3
Diluted earnings per share	$	1.14		$	2.23		$	3.39		$	3.99

ROCK-TENN COMPANY
SEGMENT INFORMATION
(UNAUDITED)
(IN MILLIONS, EXCEPT TONNAGE DATA)
	FOR THE THREE MONTHS ENDED						FOR THE NINE MONTHS ENDED
	June 30,			June 30,			June 30,			June 30,
		2010			2009			2010			2009
NET SALES:
Consumer Packaging Segment	$	398.2		$	377.2		$	1,164.0		$	1,108.9
Corrugated Packaging Segment		210.5			186.5			581.6			566.2
Merchandising Displays Segment		87.9			79.7			231.8			237.4
Specialty Paperboard Products Segment		96.6			77.2			272.8			222.7
Intersegment Eliminations		(21.3	)		(16.7	)		(55.6	)		(51.9	)
TOTAL NET SALES	$	771.9		$	703.9		$	2,194.6		$	2,083.3
SEGMENT INCOME:
Consumer Packaging Segment (1)	$	49.1		$	83.0		$	156.8		$	153.7
Corrugated Packaging Segment		35.9			49.6			91.5			141.8
Merchandising Displays Segment		8.4			8.0			23.8			22.8
Specialty Paperboard Products Segment		8.0			9.4			18.5			18.4
TOTAL SEGMENT INCOME	$	101.4		$	150.0		$	290.6		$	336.7
Restructuring and Other Costs, net		0.2			(1.1	)		(4.1	)		(10.8	)
Non-Allocated Expenses		(9.9	)		(8.0	)		(26.6	)		(24.0	)
Interest Expense		(17.8	)		(23.2	)		(58.5	)		(74.2	)
Loss on Extinguishment of Debt		-			(1.9	)		(2.8	)		(4.3	)
Interest Income and Other Income (Expense), net		0.1			-			0.4			(0.1	)
INCOME BEFORE INCOME TAXES	$	74.0		$	115.8		$	199.0		$	223.3
Recycled Paperboard Shipped (in tons)		232,149			219,819			683,361			636,687
Containerboard Shipped (in tons)		244,997			203,019			710,867			613,494
Bleached Paperboard Shipped (in tons)		88,999			79,461			259,834			244,022
Market Pulp Shipped (in tons)		24,109			24,199			74,526			64,397
(1) Includes alternative fuel tax credits of $0, $32.7, $28.8, and $32.7, respectively.

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN MILLIONS)
	FOR THE THREE MONTHS ENDED						FOR THE NINE MONTHS ENDED
	June 30,			June 30,			June 30,			June 30,
		2010			2009			2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	$	47.0		$	88.4		$	138.3		$	157.3
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization		36.4			37.5			110.7			112.7
Deferred income tax expense		2.9			4.9			16.2			24.4
Loss on extinguishment of debt		-			1.9			2.8			4.3
Share-based compensation expense		3.9			3.3			11.9			8.2
Loss on disposal of plant and equipment and other, net		0.3			1.3			0.2			0.9
Equity in (income) loss of unconsolidated entities		(0.3	)		(0.3	)		(0.2	)		0.3
Pension funding (more) less than expense		(9.3	)		(13.7	)		3.1			(10.5	)
Alternative fuel tax credit benefit		-			(33.9	)		(29.0	)		(33.9	)
Impairment adjustments and other non-cash items		(0.6	)		0.8			2.6			-
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable		(9.0	)		(11.6	)		1.2			22.9
Inventories		3.5			1.7			15.6			(4.5	)
Other assets		(1.7	)		(7.7	)		(5.6	)		(14.1	)
Accounts payable		(10.7	)		10.8			(3.7	)		(14.9	)
Income taxes payable		21.3			19.5			58.0			33.0
Accrued liabilities and other		16.6			11.5			(9.1	)		(13.8	)
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	100.3		$	114.4		$	313.0		$	272.3
INVESTING ACTIVITIES:
Capital expenditures		(30.3	)		(18.1	)		(60.9	)		(49.3	)
Cash paid for purchase of businesses, including amounts received from
escrow, net of cash received		-			(4.5	)		-			4.0
Investment in unconsolidated entities		(0.1	)		(0.5	)		(0.2	)		(1.0	)
Return of capital from unconsolidated entities		0.2			0.2			0.6			3.9
Proceeds from sale of property, plant and equipment		0.3			0.6			3.2			1.3
NET CASH USED FOR INVESTING ACTIVITIES	$	(29.9	)	$	(22.3	)	$	(57.3	)	$	(41.1	)
FINANCING ACTIVITIES:
Proceeds from issuance of notes		-			100.0			-			100.0
Additions to revolving credit facilities		38.2			7.0			189.1			192.0
Repayments of revolving credit facilities		(124.1	)		(37.3	)		(187.3	)		(195.6	)
Additions to debt		100.0			4.0			102.3			89.0
Repayments of debt		(78.7	)		(150.4	)		(339.1	)		(446.4	)
Debt issuance costs		-			(2.8	)		(0.2	)		(3.7	)
Cash paid for debt extinguishment costs		-			(2.7	)		-			(5.1	)
Restricted cash and investments		-			-			-			19.2
Issuances of common stock, net of related minimum tax withholdings		(0.6	)		(0.9	)		(1.9	)		(0.6	)
Excess tax benefits from share-based compensation		0.5			0.8			1.9			2.5
Capital contributed to consolidated subsidiary from noncontrolling interest		-			1.7			-			1.7
Advances from (repayments to) unconsolidated entity		1.4			(0.9	)		0.7			(6.2	)
Cash dividends paid to shareholders		(5.9	)		(3.8	)		(17.5	)		(11.5	)
Cash distributions to noncontrolling interests		(2.3	)		-			(4.4	)		(2.7	)
NET CASH USED FOR FINANCING ACTIVITIES	$	(71.5	)	$	(85.3	)	$	(256.4	)	$	(267.4	)
Effect of exchange rate changes on cash and cash equivalents		0.1			0.3			0.3			0.8
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	$	(1.0	)	$	7.1		$	(0.4	)	$	(35.4	)
Cash and cash equivalents at beginning of period		12.4			10.3			11.8			52.8
Cash and cash equivalents at end of period	$	11.4		$	17.4		$	11.4		$	17.4
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Income taxes, net of refunds	$	2.0		$	2.2		$	(15.9	)	$	5.5
Interest, net of amounts capitalized		6.7			14.8			48.2			70.1

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN MILLIONS)
	June 30,			September 30,
		2010			2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	11.4		$	11.8
Accounts receivable (net of allowances of $8.3 and $8.8)		304.6			305.5
Inventories		259.9			275.1
Other current assets		37.8			65.9
TOTAL CURRENT ASSETS		613.7			658.3
Property, plant and equipment at cost:
Land and buildings		417.2			413.8
Machinery and equipment		1,898.0			1,857.1
Transportation equipment		13.4			13.5
Leasehold improvements		5.4			5.4
		2,334.0			2,289.8
Less accumulated depreciation and amortization		(1,096.1	)		(1,013.7	)
Net property, plant and equipment		1,237.9			1,276.1
Goodwill		736.4			736.4
Intangibles, net		142.5			151.3
Investment in unconsolidated entities		23.1			23.8
Other assets		30.5			38.5
TOTAL ASSETS	$	2,784.1		$	2,884.4
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of debt	$	72.3		$	56.3
Accounts payable		230.4			233.9
Accrued compensation and benefits		79.8			88.0
Other current liabilities		67.3			71.1
TOTAL CURRENT LIABILITIES		449.8			449.3
Long-term debt due after one year		1,039.7			1,289.3
Hedge adjustments resulting from terminated fair value
interest rate derivatives or swaps		2.3			3.8
TOTAL LONG-TERM DEBT		1,042.0			1,293.1
Accrued pension and other long-term benefits		149.5			161.5
Deferred income taxes		178.9			149.2
Other long-term liabilities		30.5			36.7
Redeemable noncontrolling interests		7.3			11.5
Total Rock-Tenn Company shareholders' equity		920.2			776.8
Noncontrolling interests		5.9			6.3
Total Equity		926.1			783.1
TOTAL LIABILITIES AND EQUITY	$	2,784.1		$	2,884.4

Rock-Tenn Company Quarterly Statistics
Paperboard and Containerboard Operating Statistics
	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Fiscal Year
Average Net Selling Price Per Ton (a) (b) (d)
All Tons
2008	$	596	$	585	$	564	$	580	$	579
2009		592		578		557		548		568
2010		544		563		595
Tons Shipped
Recycled Paperboard (a) (c)
2008		217,081		229,003		235,871		234,209		916,164
2009		204,927		211,941		219,819		224,269		860,956
2010		223,148		228,064		232,149
Containerboard (d)
2008		44,699		102,092		218,532		244,073		609,396
2009		221,907		188,568		203,019		235,250		848,744
2010		231,113		234,757		244,997
Bleached Paperboard
2008		79,623		84,916		86,268		90,724		341,531
2009		86,338		78,223		79,461		88,856		332,878
2010		84,993		85,842		88,999
Market Pulp
2008		21,193		27,837		24,469		21,537		95,036
2009		20,705		19,493		24,199		26,521		90,918
2010		25,362		25,055		24,109
Total (a) (d)
2008		362,596		443,848		565,140		590,543		1,962,127
2009		533,877		498,225		526,498		574,896		2,133,496
2010		564,616		573,718		590,254
(a) Average Net Selling Price Per Ton and Tons Shipped include gypsum paperboard liner tons shipped by Seven Hills Paperboard LLC, our unconsolidated joint venture with Lafarge North America, Inc. Average Net Selling Price Per Ton is computed as net sales of paperboard, containerboard and market pulp divided by tons shipped.
(b) Beginning in the second quarter of fiscal 2008, Average Price Per Ton includes coated and specialty recycled paperboard, containerboard, bleached paperboard and market pulp.
(c) Recycled paperboard tons shipped include coated and specialty paperboard.
(d) Containerboard tons shipped include corrugated medium and linerboard, which include the Solvay Mill tons beginning in March 2008.

Rock-Tenn Company Quarterly Statistics
Segment Sales and Segment Income
(In Millions, except Return On Sales data)
	1st Quarter				2nd Quarter				3rd Quarter				4th Quarter				Fiscal Year
Consumer Packaging Segment Sales
2008	$	374.7			$	394.8			$	388.9			$	393.0			$	1,551.4
2009		368.8				362.9				377.2				394.2				1,503.1
2010		379.6				386.2				398.2
Consumer Packaging Intersegment Sales
2008	$	4.2			$	4.3			$	3.9			$	5.7			$	18.1
2009		6.6				4.7				6.0				7.8				25.1
2010		6.0				7.2				8.5
Consumer Packaging Segment Income
2008	$	28.7			$	32.5			$	27.9			$	30.7			$	119.8
2009		31.5				39.2				50.3		(1)		53.2		(2)		174.2
2010		42.1		(3)		36.8		(4)		49.1
Return On Sales
2008		7.7	%			8.2	%			7.2	%			7.8	%			7.7	%
2009		8.5	%			10.8	%			13.3	%	(1)		13.5	%	(2)		11.6	%
2010		11.1	%	(3)		9.5	%	(4)		12.3	%
Corrugated Packaging Segment Sales
2008	$	61.4			$	112.0			$	208.9			$	225.2			$	607.5
2009		203.2				176.5				186.5				186.7				752.9
2010		180.1				191.0				210.5
Corrugated Packaging Intersegment Sales
2008	$	6.3			$	7.2			$	7.6			$	10.0			$	31.1
2009		10.1				9.7				8.8				8.7				37.3
2010		7.3				8.6				9.6
Corrugated Packaging Segment Income
2008	$	4.3			$	4.4			$	23.2			$	39.4			$	71.3
2009		50.6				41.6				49.6				37.1				178.9
2010		34.7				20.9				35.9
Return on Sales
2008		7.0	%			3.9	%			11.1	%			17.5	%			11.7	%
2009		24.9	%			23.6	%			26.6	%			19.9	%			23.8	%
2010		19.3	%			10.9	%			17.1	%
Merchandising Displays Segment Sales
2008	$	82.0			$	94.3			$	86.1			$	88.4			$	350.8
2009		74.8				82.9				79.7				83.2				320.6
2010		66.8				77.1				87.9
Merchandising Displays Intersegment Sales
2008	$	-			$	0.2			$	0.1			$	0.1			$	0.4
2009		-				0.2				0.1				0.1				0.4
2010		0.1				0.1				0.1
Merchandising Displays Segment Income
2008	$	8.0			$	13.8			$	8.4			$	11.7			$	41.9
2009		5.1				9.7				8.0				9.1				31.9
2010		4.2				11.2				8.4
Return on Sales
2008		9.8	%			14.6	%			9.8	%			13.2	%			11.9	%
2009		6.8	%			11.7	%			10.0	%			10.9	%			10.0	%
2010		6.3	%			14.5	%			9.6	%
(1) Excludes $32.7 of alternative fuel tax credit, net of expenses.
(2) Excludes $21.4 of alternative fuel tax credit, net of expenses.
(3) Excludes $20.7 of alternative fuel tax credit, net of expenses.
(4) Excludes $8.1 of alternative fuel tax credit.

Rock-Tenn Company Quarterly Statistics
Segment Sales and Segment Income (Continued)
(In Millions, except Return On Sales data)
	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Fiscal Year
Specialty Paperboard Products Segment Sales
2008	$	91.8		$	99.8		$	102.1		$	99.2		$	392.9
2009		75.3			70.2			77.2			84.2			306.9
2010		79.8			96.4			96.6
Specialty Paperboard Products Intersegment Sales
2008	$	3.1		$	3.3		$	3.4		$	4.3		$	14.1
2009		2.3			1.6			1.8			2.7			8.4
2010		2.1			2.9			3.1
Specialty Paperboard Products Segment Income
2008	$	7.4		$	6.6		$	7.8		$	8.5		$	30.3
2009		2.8			6.2			9.4			8.1			26.5
2010		4.5			6.0			8.0
Return on Sales
2008		8.1	%		6.6	%		7.6	%		8.6	%		7.7	%
2009		3.7	%		8.8	%		12.2	%		9.6	%		8.6	%
2010		5.6	%		6.2	%		8.3	%
Key Financial Statistics
(In Millions, except EPS Data)
	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Fiscal Year
Net Income Attributable to Rock-Tenn Company Shareholders
2008	$	17.5		$	17.1		$	18.8		$	28.4		$	81.8
2009		30.6			37.4			87.0			67.3			222.3
2010		56.3			32.8			45.1
Diluted EPS (1)
2008	$	0.46		$	0.45		$	0.49		$	0.74		$	2.12
2009		0.79			0.97			2.23			1.71			5.71
2010		1.43			0.83			1.14
Depreciation & Amortization
2008	$	25.8		$	29.7		$	39.2		$	38.7		$	133.4
2009		37.9			37.3			37.5			37.3			150.0
2010		37.5			36.8			36.4
Capital Expenditures
2008	$	17.9		$	19.3		$	22.5		$	24.5		$	84.2
2009		14.2			17.0			18.1			26.6			75.9
2010		12.3			18.3			30.3
(1) Fiscal 2008 and 2009 Diluted EPS are adjusted to reflect the October 1, 2009 adoption of accounting guidance related to the computation of earnings per share.

Non-GAAP Measures and Reconciliations

We have included financial measures that are not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP, and discuss the reasons that we believe this information is useful to management and may be useful to investors. These measures may differ from similarly captioned measures of other companies in our industry. The following non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such.

Net Debt

We have defined the non-GAAP measure “net debt” to include the aggregate debt obligations reflected in our consolidated balance sheet, less the hedge adjustments resulting from terminated fair value interest rate derivatives or swaps, the balance of our cash and cash equivalents, restricted cash (which includes restricted cash and marketable debt securities) and certain other investments that we consider to be readily available to satisfy these debt obligations.

Our management uses net debt, along with other factors, including net debt repayment per diluted share, to evaluate our financial condition. We believe that net debt is an appropriate supplemental measure of financial condition because it provides a more complete understanding of our financial condition before the impact of our decisions regarding the appropriate use of cash and liquid investments and net debt repayment per diluted share provides a measure to investors of how successful we are at achieving our debt reduction. Set forth below is a reconciliation of net debt to the most directly comparable GAAP measures, Current Portion of Debt and Total Long-Term Debt for the current quarter, prior quarter, one year ago quarter and the quarter following the Southern Container acquisition:

(In Millions, except per share data)	June 30,			March 31,			June 30,			March 31,
		2010			2010			2009			2008
Current Portion of Debt	$	72.3		$	70.4		$	50.0		$	247.7
Total Long-Term Debt		1,042.0			1,108.8			1,383.7			1,606.8
Total Debt		1,114.3			1,179.2			1,433.7			1,854.5
Less: Hedge Adjustments Resulting From Terminated Fair Value Interest Rate
Derivatives or Swaps		(2.3	)		(2.7	)		(4.2	)		(7.6	)
		1,112.0			1,176.5			1,429.5			1,846.9
Less: Cash and Cash Equivalents		(11.4	)		(12.4	)		(17.4	)		(56.6	)
Less: Restricted Cash		—			—			—			(19.5	)
Net Debt	$	1,100.6		$	1,164.1		$	1,412.1		$	1,770.8
							Net Debt
				Average			Repayment
	Net Debt			Diluted			Per Diluted
	Repayment			Shares			Share
Current Quarter	$	63.5			39.2		$	1.62
Twelve Months Ended June 30, 2010	$	311.5			39.0		$	7.99
Since March 31, 2008	$	670.2			38.6		$	17.37

Credit Agreement EBITDA and Total Funded Debt

“Credit Agreement EBITDA” is calculated in accordance with the definition contained in our Senior Credit Facility. Credit Agreement EBITDA is generally defined as Consolidated Net Income plus: consolidated interest expense, income taxes of the consolidated companies determined in accordance with GAAP, depreciation and amortization expense of the consolidated companies determined in accordance with GAAP, certain non-cash and cash charges incurred, and charges taken resulting from the impact of changes to accounting rules related to the expensing of stock options.

“Total Funded Debt” is calculated in accordance with the definition contained in our Senior Credit Facility. Total Funded Debt is generally defined as aggregate debt obligations reflected in our balance sheet, less the hedge adjustments resulting from terminated and existing fair value interest rate derivatives or swaps, less certain deferred cash, plus additional outstanding letters of credit not already reflected in debt and certain guarantees.

Our management uses Credit Agreement EBITDA and Total Funded Debt to evaluate compliance with our debt covenants and borrowing capacity available under our Senior Credit Facility. Management believes that investors also use these measures to evaluate our compliance with our debt covenants and available borrowing capacity. Borrowing capacity is dependent upon, in addition to other measures, the “Credit Agreement Debt/EBITDA ratio” or the “Leverage Ratio,” which is defined as Total Funded Debt divided by Credit Agreement EBITDA. As of the June 30, 2010 calculation, our Leverage Ratio was 2.14 times, which includes a reduction of .23 times for the alternative fuel tax credit. Our maximum permitted Leverage Ratio under the Senior Credit Facility at June 30, 2010 was 4.25 times and re-set to 3.75 times on July 1, 2010.

Set forth below is a reconciliation of Credit Agreement EBITDA for the three and twelve months ended June 30, 2010, to the most directly comparable GAAP measure, Consolidated Net Income:

(In Millions)	Three Months Ended June 30, 2010			Twelve Months Ended June 30, 2010
Consolidated Net Income	$	47.0		$	206.9
Interest Expense, net		16.3			74.1
Income Taxes		27.0			86.3
Depreciation and Amortization		36.4			148.0
Additional Permitted Charges		1.1			11.5
Credit Agreement EBITDA	$	127.8		$	526.8
Less: Alternative Fuel Tax Credit, net		—			(50.2	)
Credit Agreement EBITDA, Excluding
Alternative Fuel Tax Credit, net	$	127.8		$	476.6
Less: Capital Expenditures		(30.3	)		(87.5	)
Credit Agreement EBITDA, Excluding
Alternative Fuel Tax Credit, net and Capital
Expenditures	$	97.5		$	389.1
Net Sales	$	771.9		$	2,923.6
Credit Agreement EBITDA Margin, Excluding
Alternative Fuel Tax Credit, net		16.6	%		16.3	%
Credit Agreement EBITDA Margin, Excluding
Alternative Fuel Tax Credit, net and Capital
Expenditures		12.6	%		13.3	%

Set forth below is a reconciliation of Total Funded Debt to the most directly comparable GAAP measures, Current Portion of Debt and Total Long-Term Debt:

(In Millions)	June 30,
		2010
Current Portion of Debt	$	72.3
Total Long-Term Debt		1,042.0
Total Debt		1,114.3
Less: Hedge Adjustments Resulting From Terminated
Fair Value Interest Rate Derivatives or Swaps		(2.3	)
Total Debt Less Hedge Adjustments		1,112.0
Plus: Letters of Credit and Guarantees		17.3
Total Funded Debt	$	1,129.3
Credit Agreement EBITDA for the Twelve Months
Ended June 30, 2010	$	526.8
Leverage Ratio		2.14

Adjusted Net Income and Adjusted Earnings per Diluted Share

We also use the non-GAAP measures “adjusted net income” and “adjusted earnings per diluted share”. Management believes these non-GAAP financial measures provide our board of directors, investors, potential investors, securities analysts and others with useful information to evaluate the performance of the Company because it excludes restructuring and other costs, net, and other specific items that management believes are not indicative of the ongoing operating results of the business. The Company and our board of directors use this information to evaluate the Company’s performance relative to other periods. We believe that the most directly comparable GAAP measures to adjusted net income and adjusted earnings per diluted share are Net income attributable to Rock-Tenn Company shareholders and Earnings per Diluted Share, respectively. Set forth below is a reconciliation of adjusted net income to Net income attributable to Rock-Tenn Company shareholders:

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
(In Millions)		2010			2009			2010			2009
Net income attributable to Rock-Tenn Company shareholders	$	45.1		$	87.0		$	134.2		$	155.0
Alternative fuel tax credit, net		—			(33.1	)		(28.9	)		(33.1	)
Loss on extinguishment of debt		—			1.2			1.8			2.7
Restructuring and other costs, net		(0.1	)		0.6			2.5			6.5
Operating losses of previously closed facilities		0.3			—			0.9			1.0
Adjusted net income	$	45.3		$	55.7		$	110.5		$	132.1

Set forth below is a reconciliation of adjusted earnings per diluted share to Earnings per diluted share and adjusted net income to Net income attributable to Rock-Tenn Company shareholders for the second quarter of fiscal 2010:

	Three Months
	Ended
	March 31,
		2010
Earnings per diluted share	$	0.83
Alternative fuel tax credit, net		(0.21	)
Loss on extinguishment of debt		0.05
Restructuring and other costs, net		0.02
Operating losses of previously closed facilities		0.01
Adjusted earnings per diluted share	$	0.70
	Three Months
	Ended
	March 31,
(In Millions)		2010
Net income attributable to Rock-Tenn Company shareholders	$	32.8
Alternative fuel tax credit, net		(8.1	)
Loss on extinguishment of debt		2.1
Restructuring and other costs, net		0.6
Operating losses of previously closed facilities		0.4
Adjusted net income	$	27.8

CONTACT:
RockTenn
John Stakel, 678-291-7900
VP-Treasurer