RockTenn Reports Second Quarter Fiscal 2013 Results

RockTenn Reports Second Quarter Fiscal 2013 Results

NORCROSS, Ga., April 23, 2013 (GLOBE NEWSWIRE) -- RockTenn (NYSE:RKT) today
reported earnings for the quarter ended March 31, 2013 of $4.45 per diluted
share and adjusted earnings of $1.12 per diluted share. Adjusted earnings per
share increased 15% over the prior year quarter.


                               Three Months Three Months Six Months Six Months
                              Ended        Ended        Ended      Ended
                               March 31,    March 31,    March 31,  March 31,
                               2013         2012         2013       2012
                                                                
Earnings per diluted share     $4.45      $0.44      $5.64    $1.50
                                                                
Alternative fuel mixture       (3.47)      ―           (3.47)    ―
credit tax reserve adjustment
Restructuring and other costs
and operating losses and       0.14        0.36        0.30       0.48
transition costs due to plant
closures
Loss on extinguishment of debt ―            0.17        ―         0.17

Adjusted earnings per diluted  $1.12       $0.97      $2.47    $2.15
share

Second Quarter Results

  oNet sales of $2,325 million for the second quarter of fiscal 2013
    increased $42 million compared to the second quarter of fiscal
    2012.Segment income of $174 million increased $10 million or 6% over the
    prior year quarter adjusted to eliminate $7 million of pre-tax losses in
    the prior year quarter due to our Matane, Quebec containerboard mill.
  oRockTenn's income tax benefit during the quarter was primarily due to the
    reversal of previously established tax reserves of $254 million relating
    to alternative fuel mixture credits acquired in the Smurfit-Stone
    Acquisition following the Internal Revenue Service's completion of its
    examination of the Smurfit-Stone 2009 tax return.
  oRockTenn's restructuring and other costs and operating losses and
    transition costs due to plant closures were $0.14 per diluted share
    after-tax, for the second quarter of fiscal 2013. These costs consisted
    primarily of $8 million of pre-tax facility closure charges and $4 million
    of pre-tax integration costs.

Chairman and Chief Executive Officer's Statement

RockTenn Chairman and Chief Executive Officer James A. Rubright stated,
"RockTenn's strong earnings growth over the prior year quarter reflects
continued improvements in our operating performance and higher containerboard
and box pricing. Our supply chain performed well managing constrained
containerboard supply during the first half of our spring outage season and
our box plants performance improved as we have consolidated our system and
grown our sales and unit pricing in a relatively flat domestic market."

Segment Results

Containerboard and Paperboard Tons Shipped

Corrugated Packaging segment tons shipped increased approximately 28,000 tons
over the prior year quarter due to increased domestic sales. Consumer
Packaging segment paperboard and pulp shipments of approximately 339,000 tons
decreased approximately 10,000 tons over the prior year quarter primarily due
to the planned major maintenance outage at our Demopolis, AL bleached
paperboard mill.

Corrugated Packaging Segment

Corrugated Packaging segment net sales increased $103 million to $1,608
million and segment income adjusted to eliminate $7 million of pre-tax losses
at our closed Matane, Quebec containerboard mill, increased $32 million to
$108 million in the second quarter of fiscal 2013 compared to the prior year
quarter. The increased sales and earnings are primarily related to higher
selling prices and containerboard volume, partially offset by higher operating
expenses including $12 million of incremental maintenance outage
expense.Corrugated Packaging segment EBITDA margin was 13.4% for the second
quarter of fiscal 2013.

Consumer Packaging Segment

Consumer Packaging segment net sales decreased $21 million and segment income
declined $21 million in the second quarter of fiscal 2013 compared to the
prior year quarter due primarily to generally lower selling prices, lower
display sales and lower bleached paperboard volume due to the planned major
maintenance outage at our Demopolis bleached paperboard mill. Consumer
Packaging segment EBITDA margin was 14.0% for the second quarter of fiscal
2013.

Recycling Segment

Recycling segment net sales decreased $25 million over the prior year second
quarter to $271 million primarily as a result of lower volume. Segment income
decreased $1 million to $4 million in the second quarter of fiscal 2013
compared to the prior year quarter.Recycling segment EBITDA margin was 2.5%
for the second quarter of fiscal 2013.

Cash Provided From Operating, Financing and Investing Activities

Cash provided by operations was $175 million in the second quarter of fiscal
2013, after pension funding in excess of expense of $30 million. We reduced
net debt (as defined) by $92 million in the March quarter to $3.13 billion and
our Leverage Ratio (as defined) was 2.65 times.Total debt was $3.18 billion
at March 31, 2013. We invested $102 million in capital expenditures.

Conference Call

We will host a conference call to discuss our results of operations for the
second quarter of fiscal 2013 and other topics that may be raised during the
discussion at 9:00 a.m., Eastern Time, on April 24, 2013. The conference call
will be webcast live with an accompanying slide presentation, along with a
copy of this press release, at www.rocktenn.com.

Investors who wish to participate in the webcast via teleconference should
dial 888-790-4710 (inside the U.S.) or 773-756-0961 (outside the U.S.) at
least 15 minutes prior to the start of the call and enter the passcode
ROCKTENN.Replays of the call will be available through May 8, 2013 and can be
accessed at 866-351-2785 (U.S. callers) and 203-369-0055 (outside the U.S.).

About RockTenn

RockTenn (NYSE:RKT) is one of North America's leading integrated manufacturers
of corrugated and consumer packaging. RockTenn's 26,000 employees are
committed to exceeding their customers' expectations – every time. The Company
operates locations in the United States, Canada, Mexico, Chile, Argentina and
China. For more information, visit www.rocktenn.com.

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                                        
                                                                         
                                                        
                        FOR THE THREE MONTHS    FOR THE SIX MONTHS
                         ENDED                   ENDED
                        March 31,   March 31,   March 31,  March 31,
                         2013        2012        2013       2012
                                                                         
                                                        
NET SALES                $2,324.9  $2,282.9  $4,612.0 $4,550.6
                                                        
Cost of Goods Sold      1,939.7    1,922.1    3,817.3   3,797.6
                                                                         
                                                        
Gross Profit             385.2      360.8      794.7     753.0
Selling, General and     237.4      229.6      460.4     455.5
Administrative Expenses
Restructuring and Other  12.4       28.1       28.5      38.4
Costs, net
                                                                         
                                                        
Operating Profit         135.4      103.1      305.8     259.1
Interest Expense         (27.2)     (32.2)     (56.3)    (64.9)
Loss on Extinguishment   (0.1)      (19.5)     (0.3)     (19.5)
of Debt
Interest Income and
Other Income (Expense),  (0.1)      0.5        (0.1)     0.9
net
Equity in Income of      1.1        1.4        1.7       2.1
Unconsolidated Entities
                                                                         
                                                        
INCOME BEFORE INCOME     109.1      53.3       250.8     177.7
TAXES
                                                        
Income Tax Benefit       216.5      (20.6)     161.7     (68.2)
(Expense)
                                                                         
                                                        
CONSOLIDATED NET INCOME  325.6      32.7       412.5     109.5
                                                                         
                                                        
Less: Net Income
Attributable to          (0.9)      (0.8)      (1.8)     (0.9)
Noncontrolling Interests
                                                                         
                                                        
NET INCOME ATTRIBUTABLE
TO ROCK-TENN COMPANY     $324.7    $31.9     $410.7   $108.6
SHAREHOLDERS
                                                                         
                                                        
Computation of diluted earnings per share under the two-class method
(in millions, except per share data):
                                                        
Net income attributable
to Rock-Tenn Company     $324.7    $31.9     $410.7   $108.6
shareholders
Less:Distributed and
undistributed income     --        (0.2)      (0.1)     (0.6)
available to
participating securities
Distributed and
undistributed income     $324.7    $31.7     $410.6   $108.0
available to Rock-Tenn
Company shareholders
                                                        
Diluted weighted average 72.9       71.9       72.8      71.8
shares outstanding
                                                        
Diluted earnings per     $4.45     $0.44     $5.64    $1.50
share


ROCK-TENN COMPANY
SEGMENT INFORMATION
(UNAUDITED)
(IN MILLIONS)
                                                      
                                                                         
                                                      
                   FOR THE THREE MONTHS    FOR THE SIX MONTHS ENDED
                    ENDED
                   March 31,   March 31,   March 31,     March 31,
                    2013        2012        2013          2012
                                                                         
                                                      
NET SALES:                                             
                                                      
Corrugated          $1,608.4  $1,505.9  $3,198.3    $3,028.7
Packaging
Consumer Packaging  626.5      647.6      1,237.8      1,268.0
Recycling           271.0      296.1      522.8        625.5
Intersegment        (181.0)    (166.7)    (346.9)      (371.6)
Eliminations
                                                                         
                                                      
TOTAL NET SALES     $2,324.9  $2,282.9  $4,612.0    $4,550.6
                                                                         
                                                      
SEGMENT INCOME:                                        
                                                      
Corrugated          $107.7    $68.7     $245.5      $178.0
Packaging ^(1)
Consumer Packaging 63.1       84.4       129.6        164.7
Recycling           3.5        4.2        7.8          7.7
                                                                         
                                                      
TOTAL SEGMENT       $174.3    $157.3    $382.9      $350.4
INCOME
                                                                         
                                                      
Restructuring and   (12.4)     (28.1)     (28.5)       (38.4)
Other Costs, net
Non-Allocated       (25.4)     (24.7)     (46.9)       (50.8)
Expenses
Interest Expense    (27.2)     (32.2)     (56.3)       (64.9)
Loss on
Extinguishment of   (0.1)      (19.5)     (0.3)        (19.5)
Debt
Interest Income and
Other Income        (0.1)      0.5        (0.1)        0.9
(Expense), net
                                                                         
                                                      
INCOME BEFORE       $109.1    $53.3     $250.8      $177.7
INCOME TAXES
                                                                         
                                                      
(1)After $6.7 million of pre-tax losses at our Matane, Quebec
containerboard mill in the three and six months ended March 31, 2012
and after inventory step-up expense of $0.4 million pre-tax in the six
months ended March 31, 2012.


ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN MILLIONS)
                                                                         
                         FOR THE THREE MONTHS  FOR THE SIX MONTHS
                          ENDED                  ENDED
                         March 31,   March 31,  March 31,  March 31,
                          2013        2012       2013       2012
                                                        
CASH FLOWS FROM OPERATING                                
ACTIVITIES:
Consolidated net income   $325.6    $32.7    $412.5   $109.5
Adjustments to reconcile consolidated
net income to net cash provided by              
operating activities:
Depreciation and          139.2      132.6     277.3     265.3
amortization
Deferred income tax       (218.9)    17.9      (168.7)   60.8
(benefit) expense
Loss on extinguishment of 0.1        19.5      0.3       19.5
debt
Share-based compensation  15.9       6.5       22.7      11.8
expense
Gain on disposal of plant
and equipment and other,  (6.2)      (5.4)     (5.5)     (6.0)
net
Equity in income of       (1.1)      (1.4)     (1.7)     (2.1)
unconsolidated entities
Settlement of interest    --        --       --       (2.8)
rate swaps
Pension funding more than (29.7)     (40.0)    (42.5)    (108.2)
expense
Impairment adjustments    3.4        13.9      6.1       15.5
and other non-cash items
Changes in operating
assets and liabilities,                                  
net of acquisitions:
Accounts receivable       (69.6)     (58.5)    5.1       73.7
Inventories               2.2        12.9      (47.0)    (56.5)
Other assets              (45.7)     (21.8)    (34.7)    (32.7)
Accounts payable          66.8       30.5      35.0      (26.3)
Income taxes              (5.4)      7.2       (13.7)    15.5
Accrued liabilities and   (1.5)      46.1      7.4       0.8
other
NET CASH PROVIDED BY      175.1      192.7     452.6     337.8
OPERATING ACTIVITIES
                                                        
INVESTING ACTIVITIES:                                    
                                                        
Capital expenditures      (102.0)    (120.6)   (194.0)   (202.2)
Cash paid for purchase of
businesses, net of cash   --        --       --       (87.5)
acquired
Investment in             --        (0.1)     --       (1.7)
unconsolidated entities
Return of capital from    0.2        0.4       0.6       1.1
unconsolidated entities
Proceeds from sale of
property, plant and       4.7        20.9      7.3       32.6
equipment
Proceeds from property,
plant and equipment       5.7        --       5.7       --
insurance settlement
NET CASH USED FOR         (91.4)     (99.4)    (180.4)   (257.7)
INVESTING ACTIVITIES
                                                        
FINANCING ACTIVITIES:                                    
                                                        
Proceeds from issuance of --        748.9     --       748.9
notes
Additions to revolving    22.7       106.3     54.5      210.7
credit facilities
Repayments of revolving   (37.3)     (41.0)    (51.8)    (80.9)
credit facilities
Additions to debt         45.1       257.0     195.2     283.0
Repayments of debt        (96.9)     (1,145.4) (423.8)   (1,208.7)
Debt issuance costs       (0.3)      (4.9)     (1.6)     (5.7)
Cash paid for debt        (0.1)      (13.9)    (0.1)     (13.9)
extinguishment costs
Issuances of common
stock, net of related     4.2        (3.7)     (0.6)     (1.7)
minimum tax withholdings
Excess tax benefits from  (0.2)      7.9       4.2       7.9
share-based compensation
Advances from             0.3        0.9       0.3       0.4
unconsolidated entity
Cash dividends paid to    --        (14.1)    (32.1)    (28.2)
shareholders
Cash distributions to     (1.0)      --       (2.3)     --
noncontrolling interests
NET CASH USED FOR         (63.5)     (102.0)   (258.1)   (88.2)
FINANCING ACTIVITIES
                                                        
Effect of exchange rate
changes on cash and cash  0.1        2.6       --       1.3
equivalents
                                                        
INCREASE (DECREASE) IN    20.3       (6.1)     14.1      (6.8)
CASH AND CASH EQUIVALENTS
                                                        
Cash and cash equivalents 31.0       41.0      37.2      41.7
at beginning of period
                                                        
Cash and cash equivalents $51.3     $34.9    $51.3    $34.9
at end of period
                                                        
SUPPLEMENTAL DISCLOSURE OF CASHFLOW                      
INFORMATION:
Cash paid (received)                                     
during the period for:
Income taxes, net of      $3.8      $(13.0)  $12.2    $(16.6)
refunds
Interest, net of amounts  42.7       36.5      52.0      60.1
capitalized


ROCK-TENN COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN MILLIONS)
                                                                           
                                                           
                                                March 31,   September 30,
                                                2013        2012
                                                                           
                                                           
ASSETS
CURRENT ASSETS:                                             
Cash and cash equivalents                        $51.3     $37.2
Restricted cash                                  9.3        40.6
Accounts receivable (net of allowances of $26.7  1,067.4    1,075.6
and $26.9)
Inventories                                      905.3      861.9
Other current assets                             210.5      174.5
                                                                           
                                                           
TOTAL CURRENT ASSETS                             2,243.8    2,189.8
                                                                           
                                                           
Property, plant and equipment at cost:                      
Land and buildings                               1,206.9    1,207.7
Machinery and equipment                          6,270.1    6,121.7
Transportation equipment                         14.9       13.6
Leasehold improvements                           23.4       20.0
                                                7,515.3    7,363.0
Less accumulated depreciation and amortization   (1,956.3)  (1,751.6)
Net property, plant and equipment                5,559.0    5,611.4
Goodwill                                         1,863.6    1,865.3
Intangibles, net                                 749.5      795.1
Other assets                                     228.7      225.5
                                                                           
                                                           
TOTAL ASSETS                                     $10,644.6 $10,687.1
                                                                           
                                                           
LIABILITIES AND EQUITY                                                      
CURRENT LIABILITES:                                         
Current portion of debt                          $29.7     $261.3
Accounts payable                                 754.6      708.9
Accrued compensation and benefits                203.2      211.4
Other current liabilities                        198.9      226.7
                                                                           
                                                           
TOTAL CURRENT LIABILITIES                        1,186.4    1,408.3
                                                                           
                                                           
Long-term debt due after one year                3,149.3    3,151.2
Pension liabilities                              1,424.7    1,493.1
Postretirement medical liabilities               150.0      154.2
Deferred income taxes                            727.0      888.8
Other long-term liabilities                      174.2      173.9
Redeemable noncontrolling interests              11.5       11.4
                                                           
Total Rock-Tenn Company shareholders' equity     3,821.1    3,405.7
Noncontrolling interests                         0.4        0.5
Total Equity                                     3,821.5    3,406.2
                                                                           
                                                           
TOTAL LIABILITIES AND EQUITY                     $10,644.6 $10,687.1

                                                       
Rock-Tenn Company Quarterly Statistics                                   
                                                       
Key Financial Statistics                                                 
(In Millions, Unless Otherwise Specified)                                
                                                       
                        1^st    2^nd    3^rd      4^th     Fiscal
                         Quarter Quarter Quarter   Quarter  Year
                                                       
Net Income (Loss)
Attributable to                        
Rock-Tenn Company
Shareholders
2011                     $50.3 $37.0 $(30.1) $83.9  $141.1
2012                     76.7   31.9   58.2     82.3    249.1
2013                     86.0   326.4                   
                                                       
Diluted Earnings (Loss)                                 
per Share
2011                     $1.27 $0.92 $(0.60) $1.17  $2.77
2012                     1.06   0.44   0.81     1.14    3.45
2013                     1.18   4.45                    
                                                       
Depreciation &                                          
Amortization
2011                     $36.7 $37.2 $73.5   $130.9 $278.3
2012                     132.7  132.6  131.4    137.6   534.3
2013                     138.1  139.2                   
                                                       
Capital Expenditures                                    
2011                     $28.5 $30.3 $48.7   $91.9  $199.4
2012                     81.6   120.6  146.1    104.1   452.4
2013                     92.0   102.0                   
                                                       
Mill System Operating                                   
Rates
2011                     95.4%   98.3%   96.7%     99.1%    97.9%
2012                     96.4%   90.6%   92.4%     97.7%    94.3%
2013                     97.6%   96.1%                    

                                                             
Rock-Tenn Company Quarterly Statistics                                            
                                                                
Segment Operating Statistics                                                        
(Sales and Income In Millions, Shipments in         
Thousands of Tons Unless Otherwise Specified)
                                                                
              1^st         2^nd         3^rd         4^th           Fiscal
               Quarter       Quarter       Quarter       Quarter         Year
Corrugated
Packaging                                                        
Segment Sales
2011           $198.3     $209.4     $734.5     $1,626.5     $2,768.7
2012           1,522.8     1,505.9     1,545.2     1,597.3       6,171.2
2013           1,589.9     1,608.4                               
                                                                
Corrugated
Packaging                                                        
Intersegment
Sales
2011           $9.4       $11.1      $21.3      $39.9        $81.7
2012           32.3        30.8        28.7        29.8          121.6
2013           28.2        28.4                                  
                                                                
Corrugated
Packaging                                                        
Segment Income
2011           $37.4      $30.1      $80.0  ^(1) $153.6   ^(2) $301.1
2012           109.7 ^ ^(3) 75.4 ^  ^(4) 73.6    ^(5) 112.8     ^(6) 371.5
2013           137.8       107.7                                 
                                                                
Return On                                                        
Sales
2011           18.9%        14.4%        10.9%    ^(1) 9.4%       ^(2) 10.9%
2012           7.2%     ^(3) 5.0%     ^(4) 4.8%     ^(5) 7.1%       ^(6) 6.0%
2013           8.7%         6.7%                                   
                                                                
Containerboard                                                   
Shipments ^(7)
2011           247.4        243.9        850.7        1,914.4        3,256.4
2012           1,832.0      1,695.9      1,722.9      1,859.1        7,109.9
2013           1,816.6      1,721.1                                
                                                                
Bleached
Linerboard                                                       
Shipments
2011           --         --         12.9        29.8          42.7
2012           29.3        28.5        32.3        31.0          121.1
2013           30.2        30.9                                  
                                                                
Pulp Shipments                                                   
2011           --         --         28.7        71.2          99.9
2012           75.0        61.5        73.8        77.0          287.3
2013           73.4        62.1                                  
                                                                
Corrugated
Containers                                                       
Shipments -
BSF ^(8)
2011           2.6         2.9         9.1         19.3          33.9
2012           19.0        19.1        19.5        19.7          77.3
2013           19.2        18.9                                  
                                                                
Corrugated Containers
Per Shipping Day - MMSF                                       
^(8)
2011           43.1        45.2        144.7       301.4         134.6
2012           317.2       298.3       309.3       313.0         309.3
2013           314.1       305.4                                 
                                                                
^(1) Excludes $55.4 million of inventory step-up                                  
expense.
^(2) Excludes $4.0 million of inventory step-up                                   
expense.
^(3) Excludes $0.4 million of inventory step-up                                   
expense.
^(4) Excludes $6.7 million of operating losses at
the recently closed Matane, Quebec containerboard   
mill.
^(5) Excludes $0.2 million of inventory step-up                                   
expense.
^(6) Excludes $0.2 million of inventory step-up                                   
expense.
^(7) Includes Kraft Paper of 7.3, 18.7, 2.7 and 0.5 
in fiscal 3q11, 4q11, 1q12 and 2q12, respectively.
^(8) MMSF - millions of square feet and BSF -                                   
billons of square feet

                                                     
Rock-Tenn Company Quarterly Statistics                                  
                                                    
Segment Operating Statistics                                             
(Sales and Income In Millions, Shipments in Thousands of Tons Unless 
Otherwise Specified)
                                                    
                 1^st       2^nd      3^rd     4^th     Fiscal Year
                  Quarter    Quarter   Quarter  Quarter
Consumer
Packaging Segment                                    
Sales
2011              $544.5   $567.8  $579.6 $667.9 $2,359.8
2012              620.4     647.6    628.9   660.6   2,557.5
2013              611.3     626.5                    
                                                    
Consumer
Packaging                                            
Intersegment
Sales
2011              $3.8     $3.9    $6.8   $9.0   $23.5
2012              7.6       6.2      6.1     5.3     25.2
2013              6.4       6.1                      
                                                    
Consumer
Packaging Segment                                    
Income
2011              $71.0    $61.0   $61.1  $82.1  $275.2
2012              80.3      84.4     83.7    98.8    347.2
2013              66.5      63.1                     
                                                    
Return on Sales                                      
2011              13.0%      10.7%     10.5%    12.3%    11.7%
2012              12.9%      13.0%     13.3%    15.0%    13.6%
2013              10.9%      10.1%                     
                                                    
Recycled
Paperboard                                           
Shipments ^(1)
2011              224.5      239.3     238.2    241.0    943.0
2012              222.8      236.8     231.8    237.9    929.3
2013              231.5      241.1                     
                                                    
Bleached
Paperboard                                           
Shipments
2011              84.4       85.1      77.4     88.0     334.9
2012              83.8       87.4      91.5     90.3     353.0
2013              87.6       79.0                      
                                                    
Pulp Shipments                                       
2011              22.1       24.0      20.9     25.1     92.1
2012              24.9       25.1      24.3     21.9     96.2
2013              26.7       18.9                      
                                                    
Consumer Packaging
Converting Shipments - BSF                            
^(2)
2011              5.0       5.2      5.2     5.3     20.7
2012              5.0       5.2      5.1     5.2     20.5
2013              4.9       5.2                      
                                                    
Consumer Packaging Converting Per                      
Shipping Day - MMSF ^ (2)
2011              82.2      83.0     82.1    82.5    82.4
2012              83.5      81.0     80.6    83.1    82.0
2013              81.0      83.9                     
                                                    
^(1) Recycled paperboard tons include coated and specialty
paperboard, including gypsum paperboard liner tons by Seven Hills
Paperboard LLC, our unconsolidated joint venture with Lafarge North
America, Inc.
^(2) MMSF - millions of square feet                    
and BSF - billons of square feet

                                                                       
Rock-Tenn Company Quarterly Statistics                                  
                                                      
Segment Operating Statistics                                             
(Sales and Income In Millions, Shipments in Thousands of Tons Unless 
Otherwise Specified)
                                                      
                 1^st      2^nd      3^rd       4^th      Fiscal
                  Quarter   Quarter   Quarter    Quarter   Year
Recycling Segment                             
Sales
2011              $41.9   $40.8   $147.4   $355.8  $585.9
2012              329.4    296.1    338.9     264.4    1,228.8
2013              251.8    271.0                       
                                                       
Recycling
Intersegment                                  
Sales
2011              $10.4   $10.1   $51.3    $137.8  $209.6
2012              165.0    129.7    175.0     133.4    603.1
2013              131.3    146.5                       
                                                       
Recycling Segment                             
Income
2011              $2.3    $2.6    $4.6     $5.3    $14.8
2012              3.5      4.2      2.2       (2.8)    7.1
2013              4.3      3.5                         
                                                      
Return on Sales                                        
2011              5.5%      6.4%      3.1%       1.5%      2.5%
2012              1.1%      1.4%      0.6%       (1.1)%    0.6%
2013              1.7%      1.3%                         
                                                      
Fiber Reclaimed                                        
and Brokered
2011              211.6     213.7     773.9      1,759.6   2,958.8
2012              2,064.5   1,996.9   2,039.7    2,014.5   8,115.6
2013              1,945.0   1,802.5                      

Non-GAAP Financial 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 fair value interest rate derivatives or swaps and
the balance of our cash and cash equivalents.

Our management uses net debt, along with other factors, 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. Set forth below
is a reconciliation of net debt to the most directly comparable GAAP measures,
Current portion of debt and Long-term debt due after one year for the current
quarter and the prior quarter.

(In Millions)                                          March 31,  December 31,
                                                       2013       2012
                                                                
Current Portion of Debt                               $29.7    $87.4
Long-Term Debt Due After One Year                     3,149.3    3,163.8
TotalDebt                                            3,179.0    3,251.2
Less: Hedge Adjustments Resulting From Fair Value      ―          (0.1)
Interest Rate Derivatives or Swaps
                                                      3,179.0    3,251.1
Less:Cash and Cash Equivalents                       (51.3)     (31.0)
Net Debt                                              $3,127.7 $3,220.1

Segment EBITDA Margins

Our management uses "Segment EBITDA Margins", along with other factors, to
evaluate our segment performance against our peers.Management believes that
investors also use this measure to evaluate our performance relative to our
peers.

Set forth below is a reconciliation of Segment EBITDA margins to the most
directly comparable GAAP measures, Segment Income and Segment Sales for the
quarter ending March 31, 2013:

(In Millions, except percentages)                                        

              Corrugated Consumer            Corporate
             Packaging  Packaging           /
                                   Recycling Other      Consolidated
                                                   
Segment Sales $1,608.4 $626.5  $271.0   $(181.0) $2,324.9
                                                   
Segment       $107.7   $63.1   $3.5               $174.3
Income
Depreciation
and           107.9    24.8    3.3      3.2       139.2
Amortization
EBITDA        $215.6   $87.9   $6.8               
                                                   
Segment
EBITDA        13.4%    14.0%   2.5%               
Margins

Credit Agreement EBITDA and Total Funded Debt

"Credit Agreement EBITDA" is calculated in accordance with the definition
contained in our 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, loss on extinguishment of debt and financing fees,
certain non-cash and cash charges incurred, including certain restructuring
and other costs, acquisition and integration costs, charges and expenses
associated with the write-up of inventory acquired and other items.

"Total Funded Debt" is calculated in accordance with the definition contained
in our 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 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
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
March 31, 2013 calculation, our Leverage Ratio was 2.65 times.Our maximum
permitted Leverage Ratio under the Credit Facility at March 31, 2013 was 3.75
times.

Set forth below is a reconciliation of Credit Agreement EBITDA for the twelve
months ended March 31, 2013, to the most directly comparable GAAP measure,
Consolidated Net Income:

                              Twelve Months
(In Millions)                 Ended
                              March 31, 2013
                             
Consolidated Net Income       $555.2
Interest Expense, net         100.4
Income Taxes                  (93.0)
Depreciation and Amortization 546.3
Additional Permitted Charges  115.1
Credit Agreement EBITDA       $1,224.0

Set forth below is a reconciliation of Total Funded Debt to the most directly
comparable GAAP measures, Current portion of debt and Long-term debt due after
one year:

(In Millions, except ratio)                                       March 31,
                                                                   2013
                                                                  
Current Portion of Debt                                            $29.7
Long-Term Debt Due After One Year                                  3,149.3
TotalDebt                                                         3,179.0
Less: Hedge Adjustments Resulting From Terminated Fair Value       ―
Interest Rate Derivatives or Swaps
TotalDebt Less Hedge Adjustments                                  3,179.0
Plus:Letters of Credit, Guarantees and Other Adjustments          64.7
Total Funded Debt                                                  $3,243.7
                                                                  
Credit Agreement EBITDA for the Twelve Months Ended March 31, 2013 $1,224.0
                                                                  
Leverage Ratio                                                     2.65

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 at the beginning of this press release is a
reconciliation of adjusted earnings per diluted share to Earnings per diluted
share. Set forth below is a reconciliation of adjusted net income to Net
income attributable to Rock-Tenn Company shareholders:

                                                                         
                         Three Months Three      Six Months Six Months
                         Ended        Months     Ended      Ended
(In Millions)            March 31,    Ended      March 31,  March 31,
                         2013         March 31,  2013       2012
                                      2012
                                                        
Net income attributable
to Rock-Tenn Company     $324.7     $31.9    $410.7   $108.6
shareholders
                                                        
Alternative fuel mixture
credit tax reserve       (252.9)     —         (252.9)   —
adjustment
Restructuring and other
costs and operating
lossesand transition    9.8          25.4       21.9       33.7
costs due to plant
closures
Loss on extinguishment   0.1         12.3      0.2       12.3
of debt
Acquisition inventory    —           —         —         0.3
step-up
                                                                         
Adjusted net income      $81.7      $69.6    $179.9   $154.9

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