8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report: (Date of Earliest Event Reported): April 27, 2009


ROCK-TENN COMPANY
(Exact name of registrant as specified in its charter)

Georgia	1-12613	62-0342590
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

504 Thrasher Street, Norcross, Georgia	30071
(Address of Principal Executive Offices)	(Zip Code)

(770) 448-2193(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.     Results of Operations and Financial Condition

On April 3, 2009, Rock-Tenn Company (“RockTenn”) issued a press release (the “April 3 Press Release”) that announced RockTenn would hold its quarterly conference call on Tuesday, April 28, 2009, at 9:00 a.m. ET to discuss financial results for the second quarter of fiscal 2009 (the “Conference Call”).

On April 27, 2009, RockTenn issued a press release (the “April 27 Press Release”) that announced RockTenn’s financial results for the second quarter of fiscal 2009.  A copy of the April 27 Press Release is attached hereto as Exhibit 99.1 and hereby incorporated herein.

The April 3 Press Release and the April 27 Press Release both announced that the Conference Call would be webcast and could be accessed, along with a copy of the April 27 Press Release and any relevant financial and other statistical information related to the webcast, on RockTenn’s website at www.rocktenn.com.

Item 9.01.     Financial Statements and Exhibits.

(c)       Exhibits

            99.1      April 27 Press Release (furnished pursuant to Item 2.02)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ROCK-TENN COMPANY
Date:	April 27, 2009	By:	/s/ Steven C. Voorhees
			Steven C. Voorhees
			Executive Vice President, Chief Financial Officer And Chief Administrative Officer (Principal Financial Officer)

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INDEX TO EXHIBITS

Exhibit Number and Description                    

99.1      April 27, 2009 Press Release (furnished pursuant to Item 2.02)

4

EX-99.1

Exhibit 99.1

RockTenn Reports Record Earnings for the Second Quarter of Fiscal 2009 of $0.97 Per Share and Record Adjusted Earnings Per Share of $1.02, up 55% over Prior Year Quarter

NORCROSS, Ga.--(BUSINESS WIRE)--April 27, 2009--RockTenn (NYSE:RKT) today reported earnings for the quarter ended March 31, 2009 of $0.97 per diluted share. The Company’s adjusted earnings were $1.02 per diluted share, excluding specific items related to the March 2008 Southern Container acquisition and other restructuring charges. Adjusted earnings per diluted share increased 55% over the prior year quarter adjusted earnings of $0.66 per diluted share.

	Three Months Ended March 31, 2009		Three Months Ended March 31, 2008		Six Months Ended March 31, 2009		Six Months Ended March 31, 2008
Earnings per diluted share	$	0.97	$	0.45	$	1.76	$	0.91
Restructuring and other costs, net		0.05		0.01		0.15		0.06
Operating losses of previously closed facilities		—		—		0.03		—
Debt extinguishment costs		—		0.03		0.04		0.03
Acquisition inventory step-up		—		0.12		—		0.12
Acquisition bridge financing fee		—		0.05		—		0.05
Adjusted earnings per diluted share	$	1.02	$	0.66	$	1.98	$	1.17

Second Quarter Results

• Net sales of $676.3 million for the second quarter of fiscal 2009 decreased $9.6 million over the second quarter of fiscal 2008 primarily due to reduced volumes and decreased recycled fiber pricing, which more than offset increased net sales in our Corrugated Packaging segment resulting from the Southern Container acquisition.
• Segment income increased to $96.7 million compared to $57.3 million in the prior year quarter, a 69% increase over the prior year quarter.
• RockTenn’s pre-tax restructuring and other costs, net of related minority interest, were $2.9 million, or $0.05 per diluted share after-tax, for the second quarter of fiscal 2009 primarily related to Southern Container acquisition related deferred compensation expense (“ESU Expense”) of $1.4 million, acquisition related integration expenses of $0.8 million, and $0.7 million related to plant closures, net of minority interest.
• RockTenn incurred pre-tax operating losses at previously closed facilities of $0.3 million, primarily at the Company’s Baltimore, Maryland folding carton facility.

Chairman and Chief Executive Officer’s Statement

RockTenn Chairman and Chief Executive Officer James A. Rubright stated, “Our record adjusted earnings for the first six months of fiscal 2009 of $1.98 per share bear out the defensive character of our businesses, and the benefits of being a very low cost provider to food and consumer products companies.”

“Much lower costs for recycled fiber and energy, and much better than forecast performance by our acquired Southern Container corrugated operations, drove our ability to reduce debt by $276 million in the first 12 full months following the acquisition, well ahead of the commitment we made at the time of the acquisition to achieve $200 million in annual debt reduction.”

“While we expect difficult market conditions to continue over the balance of the fiscal year, we also expect recycled fiber and energy costs to remain low, which would enable us to continue to generate strong cash flows ahead of our acquisition related commitments.”

Segment Results

Paperboard and Containerboard Tons Shipped and Average Price

Total tons shipped in the second quarter of fiscal 2009, which includes 142,363 tons shipped by the Solvay containerboard mill acquired in March 2008, increased by 54,377 tons over the prior year quarter. The average selling price for all paperboard and containerboard grades decreased $10 per ton on a sequential quarter basis.

Consumer Packaging Segment

Consumer Packaging segment net sales were $362.9 million in the second quarter of fiscal 2009 compared to $394.8 million in the prior year quarter, due to lower volumes partially offset by higher unit pricing. Segment income increased $6.7 million over the prior year quarter to $39.2 million due primarily to lower recycled fiber and energy costs in our mills, which were partially offset by higher virgin fiber and chemical costs. Segment return on sales was 10.8% compared to 8.2% in the prior year quarter.

Corrugated Packaging Segment

Corrugated Packaging segment net sales increased due to the Southern Container acquisition. Segment income was $41.6 million in the second quarter of fiscal 2009 and segment return on sales was 23.6%.

Merchandising Displays Segment

Merchandising Displays segment net sales decreased $11.4 million over the prior year second quarter due to decreased demand for promotional displays. Segment income was $9.7 million in the second quarter of fiscal 2009 and $13.8 million in the prior year quarter.

Specialty Paperboard Products Segment

Specialty Paperboard Products segment net sales decreased $29.6 million in the second quarter of fiscal 2009 primarily due to decreased volumes and lower recycled fiber prices. Segment income was $6.2 million, and $6.6 million in the prior year quarter.

Cash Provided By Operating Activities

Net cash provided by operating activities in the second quarter of fiscal 2009 was $105.9 million.

Financing and Investing Activities

We reduced net debt by $92.6 million in the quarter and $276.3 million in the twelve months since March 31, 2008, following our acquisition of Southern Container. Our Credit Agreement Debt/EBITDA ratio was 3.25 times at March 31, 2009. We estimate that adjusted earnings per diluted share accretion from the acquisition were $0.29 in the quarter and $1.23 for the thirteen months following the March 2008 acquisition.

Conference Call

We will host a conference call to discuss our results of operations for the second quarter of fiscal 2009 and other topics that may be raised during the discussion at 9:00 a.m., Eastern Time, on April 28, 2009. 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, consumer and corrugated packaging and merchandising displays, with annual net sales of approximately $3 billion. We operate locations in the United States, Canada, Mexico, Chile and Argentina.

Cautionary Statements

Statements herein regarding, among others, expected difficult market conditions and continued low recycled fiber and energy costs and our ability to generate strong cash flows 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; 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, 2008. 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 SIX MONTHS ENDED
	March 31, 2009			March 31, 2008			March 31, 2009			March 31, 2008
NET SALES	$	676.3		$	685.9		$	1,379.4		$	1,282.2
Cost of Goods Sold		504.8			560.0			1,043.1			1,049.3
Gross Profit		171.5			125.9			336.3			232.9
Selling, General and Administrative Expenses		83.5			75.3			165.0			140.5
Restructuring and Other Costs, net		3.2			0.8			9.7			3.8
Operating Profit		84.8			49.8			161.6			88.6
Interest Expense		(24.6	)		(19.7	)		(51.0	)		(31.5	)
Loss on Extinguishment of Debt		-			(1.9	)		(2.4	)		(1.9	)
Interest Income and Other Income (Expense), net		(0.5	)		0.1			(0.1	)		-
Equity in (Loss) Earnings of Unconsolidated Entities		(0.2	)		0.2			(0.6	)		(0.1	)
Minority Interest in Income of
Consolidated Subsidiaries		(0.2	)		(1.2	)		(0.9	)		(2.1	)
INCOME BEFORE INCOME TAXES		59.3			27.3			106.6			53.0
Income Tax Expense		(21.9	)		(10.2	)		(38.6	)		(18.4	)
NET INCOME	$	37.4		$	17.1		$	68.0		$	34.6
Weighted Average Common Shares
Outstanding-Diluted		38.6			38.2			38.6			38.1
Diluted Earnings Per Share	$	0.97		$	0.45		$	1.76		$	0.91

ROCK-TENN COMPANY
SEGMENT INFORMATION
(UNAUDITED)
(IN MILLIONS, EXCEPT TONNAGE DATA)
	FOR THE THREE MONTHS ENDED						FOR THE SIX MONTHS ENDED
	March 31, 2009			March 31, 2008			March 31, 2009			March 31, 2008
NET SALES:
Consumer Packaging Segment	$	362.9		$	394.8		$	731.7		$	769.5
Corrugated Packaging Segment		176.5			112.0			379.7			173.4
Merchandising Displays Segment		82.9			94.3			157.7			176.3
Specialty Paperboard Products Segment		70.2			99.8			145.5			191.6
Intersegment Eliminations		(16.2	)		(15.0	)		(35.2	)		(28.6	)
TOTAL NET SALES	$	676.3		$	685.9		$	1,379.4		$	1,282.2
SEGMENT INCOME:
Consumer Packaging Segment	$	39.2		$	32.5		$	70.7		$	61.2
Corrugated Packaging Segment		41.6			4.4			92.2			8.7
Merchandising Displays Segment		9.7			13.8			14.8			21.8
Specialty Paperboard Products Segment		6.2			6.6			9.0			14.0
TOTAL SEGMENT INCOME	$	96.7		$	57.3		$	186.7		$	105.7
Restructuring and Other Costs, net		(3.2	)		(0.8	)		(9.7	)		(3.8	)
Non-Allocated Expense		(8.9	)		(6.5	)		(16.0	)		(13.4	)
Interest Expense		(24.6	)		(19.7	)		(51.0	)		(31.5	)
Loss on Extinguishment of Debt		-			(1.9	)		(2.4	)		(1.9	)
Interest Income and Other Income (Expense), net		(0.5	)		0.1			(0.1	)		-
Minority Interest in Income of
Consolidated Subsidiaries		(0.2	)		(1.2	)		(0.9	)		(2.1	)
INCOME BEFORE INCOME TAXES	$	59.3		$	27.3		$	106.6		$	53.0
Recycled Paperboard Shipped (in tons)		211,941			229,003			416,868			446,084
Containerboard Shipped (in tons)		188,568			102,092			410,475			146,791
Bleached Paperboard Shipped (in tons)		78,223			84,916			164,561			164,539
Pulp Shipped (in tons)		19,493			27,837			40,198			49,030

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN MILLIONS)
	FOR THE THREE MONTHS ENDED						FOR THE SIX MONTHS ENDED
	March 31, 2009			March 31, 2008			March 31, 2009			March 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	37.4		$	17.1		$	68.0		$	34.6
Items in income not affecting cash:
Depreciation and amortization		37.3			31.6			75.2			57.4
Deferred income tax expense (benefit)		11.8			(2.0	)		19.5			(4.7	)
Share-based compensation expense		2.8			2.1			4.9			4.1
(Gain) loss on disposal of plant and equipment and other, net		-			0.1			(0.4	)		(0.1	)
Minority interest in income of consolidated subsidiaries		0.2			1.2			0.9			2.1
Equity in (earnings) loss of unconsolidated entities		0.2			(0.2	)		0.6			0.1
Payment on termination of cash flow interest
rate hedges		-			-			-			(3.5	)
Pension funding (more) less than expense		0.9			(6.9	)		3.2			(7.8	)
Impairment adjustments and other non-cash items		(0.1	)		(1.4	)		(0.8	)		0.3
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable		5.1			(29.2	)		34.5			(11.1	)
Inventories		7.6			11.0			(6.2	)		9.0
Other assets		(6.0	)		(2.0	)		(6.4	)		(12.7	)
Accounts payable		8.0			0.9			(25.7	)		(13.5	)
Income taxes payable		7.7			(6.0	)		13.5			3.2
Accrued liabilities and other		(7.0	)		(3.6	)		(25.3	)		(22.4	)
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	105.9		$	12.7		$	155.5		$	35.0
INVESTING ACTIVITIES:
Capital expenditures		(17.0	)		(19.3	)		(31.2	)		(37.2	)
Cash paid for purchase of business, including amounts received from
(paid into) escrow, net of cash received		8.5			(808.4	)		8.5			(809.2	)
Investment in unconsolidated entities		-			(0.2	)		(0.5	)		(0.2	)
Return of capital from unconsolidated entities		0.2			0.2			3.7			0.4
Proceeds from sale of property, plant and equipment		0.2			-			0.7			2.2
NET CASH USED FOR INVESTING ACTIVITIES	$	(8.1	)	$	(827.7	)	$	(18.8	)	$	(844.0	)
FINANCING ACTIVITIES:
Proceeds from issuance of notes		-			198.6			-			198.6
Additions to revolving credit facilities		41.3			162.8			185.0			202.3
Repayments of revolving credit facilities		(116.5	)		(91.4	)		(158.3	)		(109.1	)
Additions to debt		11.0			756.0			85.0			766.0
Repayments of debt		(30.2	)		(162.1	)		(296.0	)		(169.3	)
Debt issuance costs		(0.5	)		(27.3	)		(0.9	)		(27.3	)
Restricted cash and investments		-			(0.7	)		19.2			(0.7	)
Issuances of common stock, net of related minimum tax withholdings		(0.4	)		0.8			0.3			1.4
Excess tax benefits from share-based compensation		1.7			0.5			1.7			0.5
Advances from (repayments to) unconsolidated entity		-			3.0			(5.3	)		1.0
Cash dividends paid to shareholders		(3.9	)		(3.8	)		(7.7	)		(7.6	)
Cash distributions to minority interest		(2.7	)		(0.7	)		(2.7	)		(1.4	)
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	$	(100.2	)	$	835.7		$	(179.7	)	$	854.4
Effect of exchange rate changes on cash and cash equivalents		-			0.3			0.5			0.3
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	$	(2.4	)	$	21.0		$	(42.5	)	$	45.7
Cash and cash equivalents at beginning of period		12.7			35.6			52.8			10.9
Cash and cash equivalents at end of period	$	10.3		$	56.6		$	10.3		$	56.6
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes, net of refunds	$	1.0		$	16.7		$	3.3		$	18.2
Interest, net of amounts capitalized		36.1			21.1			55.3			27.0

ROCK-TENN COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN MILLIONS)
	March 31, 2009			September 30, 2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10.3		$	52.8
Restricted cash and marketable debt securities		-			19.2
Accounts receivable (net of allowances of $12.0 and $9.0)		264.0			304.3
Inventories		283.5			283.0
Other current assets		51.2			49.2
Assets held for sale		0.9			0.7
TOTAL CURRENT ASSETS		609.9			709.2
Property, plant and equipment at cost:
Land and buildings		394.7			398.3
Machinery and equipment		1,808.1			1,826.2
Transportation equipment		15.1			15.2
Leasehold improvements		5.5			7.6
		2,223.4			2,247.3
Less accumulated depreciation and amortization		(943.8	)		(914.2	)
Net property, plant and equipment		1,279.6			1,333.1
Goodwill		725.2			727.0
Intangibles, net		157.9			176.9
Investment in unconsolidated entities		25.3			29.4
Other assets		35.6			37.5
TOTAL ASSETS	$	2,833.5		$	3,013.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITES:
Current portion of debt	$	182.6		$	245.1
Accounts payable		211.6			241.5
Accrued compensation and benefits		68.5			95.2
Other current liabilities		83.8			65.9
TOTAL CURRENT LIABILITIES		546.5			647.7
Long-term debt due after one year		1,322.2			1,447.2
Hedge adjustments resulting from terminated fair value
interest rate derivatives or swaps		5.6			6.6
TOTAL LONG-TERM DEBT		1,327.8			1,453.8
Accrued pension and other long-term benefits		73.4			70.8
Deferred income taxes		162.9			153.3
Other long-term liabilities		38.6			29.4
Minority interest		14.7			17.6
Shareholders' equity		669.6			640.5
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	2,833.5		$	3,013.1

Rock-Tenn Company Quarterly Statistics
Paperboard and Containerboard Operating Statistics
	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Fiscal Year
Average Price Per Ton (a) (b)
All Tons
2007	$	558	$	571	$	588	$	596	$	578
2008		599		587		566		585		583
2009		596		586
Tons Shipped
Recycled Paperboard (a) (c)
2007		221,506		222,970		225,135		223,527		893,138
2008		217,081		229,003		235,871		234,209		916,164
2009		204,927		211,941
Containerboard (d)
2007		44,615		46,219		45,304		46,793		182,931
2008		44,699		102,092		218,532		244,073		609,396
2009		221,907		188,568
Bleached Paperboard
2007		73,968		82,205		90,102		88,730		335,005
2008		79,623		84,916		86,268		90,724		341,531
2009		86,338		78,223
Market Pulp
2007		20,883		24,661		25,551		24,787		95,882
2008		21,193		27,837		24,469		21,537		95,036
2009		20,705		19,493
Total (a) (d)
2007		360,972		376,055		386,092		383,837		1,506,956
2008		362,596		443,848		565,140		590,543		1,962,127
2009		533,877		498,225
(a) Average Price Per Ton and Tons Shipped include tons shipped by Seven Hills Paperboard LLC, our unconsolidated joint venture with Lafarge North America, Inc.
(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)
	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Fiscal Year
Consumer Packaging Segment Sales
2007	$	346.8		$	363.7		$	373.0		$	376.1		$	1,459.6
2008		374.7			394.8			388.9			393.0			1,551.4
2009		368.8			362.9
Consumer Packaging Intersegment Sales
2007	$	2.8		$	3.8		$	3.9		$	4.5		$	15.0
2008		4.2			4.3			3.9			5.7			18.1
2009		6.6			4.7
Consumer Packaging Segment Income
2007	$	24.3		$	29.7		$	36.9		$	34.3		$	125.2
2008		28.7			32.5			27.9			30.7			119.8
2009		31.5			39.2
Return On Sales
2007		7.0	%		8.2	%		9.9	%		9.1	%		8.6	%
2008		7.7	%		8.2	%		7.2	%		7.8	%		7.7	%
2009		8.5	%		10.8	%
Corrugated Packaging Segment Sales
2007	$	56.2		$	59.3		$	60.2		$	61.0		$	236.7
2008		61.4			112.0			208.9			225.2			607.5
2009		203.2			176.5
Corrugated Packaging Intersegment Sales
2007	$	4.5		$	5.7		$	5.8		$	6.7		$	22.7
2008		6.3			7.2			7.6			10.0			31.1
2009		10.1			9.7
Corrugated Packaging Segment Income
2007	$	6.0		$	5.8		$	4.0		$	3.1		$	18.9
2008		4.3			4.4			23.2			39.4			71.3
2009		50.6			41.6
Return on Sales
2007		10.7	%		9.8	%		6.6	%		5.1	%		8.0	%
2008		7.0	%		3.9	%		11.1	%		17.5	%		11.7	%
2009		24.9	%		23.6	%
Merchandising Displays Segment Sales
2007	$	60.9		$	82.6		$	76.8		$	85.5		$	305.8
2008		82.0			94.3			86.1			88.4			350.8
2009		74.8			82.9
Merchandising Displays Intersegment Sales
2007	$	-		$	-		$	-		$	-		$	-
2008		-			0.2			0.1			0.1			0.4
2009		-			0.2
Merchandising Displays Segment Income
2007	$	5.2		$	12.1		$	10.9		$	10.6		$	38.8
2008		8.0			13.8			8.4			11.7			41.9
2009		5.1			9.7
Return on Sales
2007		8.5	%		14.6	%		14.2	%		12.4	%		12.7	%
2008		9.8	%		14.6	%		9.8	%		13.2	%		11.9	%
2009		6.8	%		11.7	%

Rock-Tenn Company Quarterly Statistics
Segment Sales and Segment Income (Continued)
(In Millions)
	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Fiscal Year
Specialty Paperboard Products Segment Sales
2007	$	79.5		$	91.9		$	94.0		$	96.3		$	361.7
2008		91.8			99.8			102.1			99.2			392.9
2009		75.3			70.2
Specialty Paperboard Products Intersegment Sales
2007	$	2.2		$	2.3		$	2.9		$	2.9		$	10.3
2008		3.1			3.3			3.4			4.3			14.1
2009		2.3			1.6
Specialty Paperboard Products Segment Income
2007	$	7.3		$	7.2		$	7.8		$	6.5		$	28.8
2008		7.4			6.6			7.8			8.5			30.3
2009		2.8			6.2
Return on Sales
2007		9.2	%		7.8	%		8.3	%		6.7	%		8.0	%
2008		8.1	%		6.6	%		7.6	%		8.6	%		7.7	%
2009		3.7	%		8.8	%
Key Financial Statistics
(In Millions, except EPS Data)
	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Fiscal Year
Net Income
2007	$	15.1		$	21.7		$	25.2		$	19.7		$	81.7
2008		17.5			17.1			18.8			28.4			81.8
2009		30.6			37.4
Diluted EPS
2007	$	0.39		$	0.55		$	0.63		$	0.50		$	2.07
2008		0.46			0.45			0.49			0.74			2.14
2009		0.79			0.97
Depreciation & Amortization
2007	$	26.0		$	25.5		$	26.0		$	26.2		$	103.7
2008		25.8			31.6			39.2			38.7			135.3
2009		37.9			37.3
Capital Expenditures
2007	$	17.3		$	23.5		$	17.9		$	19.3		$	78.0
2008		17.9			19.3			22.5			24.5			84.2
2009		14.2			17.0

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 reduction per 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 reduction per 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:

(In Millions, except per share data)	March 31, 2009			December 31, 2008			March 31, 2008
Current Portion of Debt	$	182.6		$	191.5		$	247.7
Total Long-Term Debt		1,327.8			1,414.4			1,606.8
		1,510.4			1,605.9			1,854.5
Less: Hedge Adjustments Resulting From Terminated
Fair Value Interest Rate Derivatives or Swaps		(5.6	)		(6.1	)		(7.6	)
		1,504.8			1,599.8			1,846.9
Less: Cash and Cash Equivalents		(10.3	)		(12.7	)		(56.6	)
Less: Restricted Cash		—			—			(19.5	)
Net Debt	$	1,494.5		$	1,587.1		$	1,770.8
				Average Shares			Net Debt Reduction Per Share
Net Debt Reduction in Quarter	$	92.6			38.6		$	2.40
Net Debt Reduction since March 31, 2008	$	276.3			38.5		$	7.18

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 March 31, 2009 calculation, our Leverage Ratio was 3.25 times, which compares to a maximum Leverage Ratio under the Senior Credit Facility of 4.75 times.

Set forth below is a reconciliation of Credit Agreement EBITDA for the three and twelve months ended March 31, 2009, to the most directly comparable GAAP measure, Net Income:

	Three Months			Twelve Months
	Ended			Ended
(In Millions)	March 31, 2009			March 31, 2009
Net Income	$	37.4		$	115.2
Interest Expense, net		22.7			97.9
Income Taxes		21.9			64.5
Depreciation and Amortization		37.3			153.1
Additional Permitted Charges		4.8			38.0
Credit Agreement EBITDA	$	124.1		$	468.7
Net Sales	$	676.3		$	2,936.1
Credit Agreement EBITDA Margin		18.3	%		16.0	%

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)	March 31, 2009
Current Portion of Debt	$	182.6
Total Long-Term Debt		1,327.8
Total Debt		1,510.4
Less: Hedge Adjustments Resulting From Terminated
Fair Value Interest Rate Derivatives or Swaps		(5.6	)
Total Debt Less Hedge Adjustments		1,504.8
Plus: Letters of Credit and Guarantees		19.5
Total Funded Debt	$	1,524.3

Southern Container Adjusted Net Income and Adjusted EPS Accretion

We also use the non-GAAP measure “Southern Container Adjusted Net Income” and “Adjusted EPS Accretion”. 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 specific items that management believes are not indicative of the ongoing operating results of the business in assessing the performance of the acquisition. The Company and the board of directors use this information to evaluate the impact of the Southern Container acquisition.

Set forth is a reconciliation of Southern Container Adjusted Net Income to the most directly comparable GAAP measure, Corrugated Segment Income:

(In Millions)	Three Months Ended March 31, 2009			Twelve Months Ended March 31, 2009			Thirteen Months Ended March 31, 2009
Corrugated Segment Income	$	41.6		$	154.8		$	156.3
Less: Legacy Corrugated Segment Income (1)		(5.8	)		(17.0	)		(17.7	)
Southern Container Segment Income		35.8			137.8			138.6
Plus: Acquisition Inventory step up		—			5.6			12.7
Plus: Solvay machine upgrade and expansion		—			3.8			3.8
Corporate expense and other items		(0.2	)		(4.0	)		(4.0	)
Southern Container Adjusted Segment Income	$	35.6		$	143.2		$	151.1
Allocated Interest expense, net		(17.6	)		(71.0	)		(76.3	)
Allocated Tax expense		(6.6	)		(26.5	)		(27.5	)
Southern Container Adjusted Net Income	$	11.4		$	45.7		$	47.3
Adjusted EPS Accretion	$	0.29		$	1.18		$	1.23

⁽¹⁾ Legacy Corrugated segment income includes corrugated facilities operated prior to the Southern Container acquisition.

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 the board of directors use this information to evaluate the Company’s performance relative to other periods.

Set forth below are reconciliations of adjusted net income and adjusted earnings per diluted share to the most directly comparable GAAP measures, Net Income and Earnings per Diluted Share, respectively:

	Three Months Ended March 31, 2009		Three Months Ended March 31, 2008		Six Months Ended March 31, 2009		Six Months Ended March 31, 2008
(In Millions)
Net income	$	37.4	$	17.1	$	68.0	$	34.6
Restructuring and other costs, net		1.8		0.5		5.9		2.4
Operating losses of previously closed facilities		0.2		—		1.0		—
Debt extinguishment costs		—		1.2		1.5		1.2
Acquisition inventory step-up		—		4.3		—		4.3
Acquisition bridge financing fee		—		1.9		—		1.9
Adjusted net income	$	39.4	$	25.0	$	76.4	$	44.4

	Three Months Ended March 31, 2009		Three Months Ended March 31, 2008		Six Months Ended March 31, 2009		Six Months Ended March 31, 2008
Earnings per diluted share	$	0.97	$	0.45	$	1.76	$	0.91
Restructuring and other costs, net		0.05		0.01		0.15		0.06
Operating losses of previously closed facilities		—		—		0.03		—
Debt extinguishment costs		—		0.03		0.04		0.03
Acquisition inventory step-up		—		0.12		—		0.12
Acquisition bridge financing fee		—		0.05		—		0.05
Adjusted earnings per diluted share	$	1.02	$	0.66	$	1.98	$	1.17

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