Fiscal 2011 4th Quarter Earnings Conference Call PresentationNovember 10, 2011

Jim Rubright – Chairman and Chief Executive OfficerSteve Voorhees – Chief Financial Officer and Chief Administrative Officer

Cautionary Statement Regarding Forward-Looking Information

Statements in this presentation that do not relate strictly to historical facts are forward-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-lookingstatements are based on our current expectations, beliefs, plans or forecasts and use words in thispresentation such as will, estimate, trending, or refer to future time periods. You should not placeundue reliance on any forward-looking statements as such statements involve risks, uncertainties,assumptions and other factors that could cause actual results to differ materially, including thefollowing: our ability to integrate Smurfit-Stone or to achieve benefits from the Smurfit Acquisition,including, without limitation, synergies and performance improvements; expected levels ofdepreciation, corporate expenses, interest expense, income tax rates, federal NOL utilization, BlackLiquor and AMT tax credit utilization, pension contributions, capital expenditures, commodity costs,maintenance outages, containerboard inventory builds; the level of demand for our products; ourability to successfully identity and make performance improvements; anticipated returns on our capitalinvestments; possible increases in energy, raw materials, shipping and capital equipment costs; anyreduction in the supply of raw materials; fluctuations in selling prices and volumes; intensecompetition; the potential loss of certain customers; adverse changes in general market and industryconditions and other risks, uncertainties and factors discussed in Item 1A "Risk Factors" and underthe caption "Business — Forward-Looking Information" in our 2010 Annual Report on Form 10-K andby similar disclosures in any of our subsequent SEC filings. The information contained herein speaksas of the date hereof and we do not have or undertake any obligation to update such information asy gfuture events unfold.

2

Use of Non-GAAP Financial Measures and Reconciliations

We have included financial measures that are not prepared in accordance withp paccounting principles generally accepted in the United States ("GAAP"). The non-GAAP financial measures presented are not intended to be a substitute for GAAPfinancial measures, and any analysis of non-GAAP financial measures should beused only in conjunction with results presented in accordance with GAAPreconciliations of non-GAAP financial measures to GAAP financial measuresincluded in the Appendix to this presentation.

3

4Q’11 Quarterly Performance

• Strong performance across businesses outpaces higher Adjusted Earnings Per Share (1)

input costs

• Adjusted EPS accretion of $0 55 / h f th S fit

$0.55 $1.40

$1.60

$1.80 $1.70

$1.29

$0.55 / share from the Smurfit-Stone acquisition

• Solid execution on synergy and

$0.33

$0 80

$1.00

$1.20

• Solid execution on synergy and performance improvement activities related to the

$1.15 $0.96

$0.40

$0.60

$0.80

acquisition$0.00

$0.20

4Q'11 3Q'11

Smurfit‐Stone Accretion

4(1) See Use of Non-GAAP Financial Measures and Reconciliations in the Appendix.

Smurfit Stone Accretion

4Q’11 vs. 3Q’11 Adjusted EPS Bridge (1)

$0.67 $0.20 $0.01 $2.50

$1.29

$$1.70 $ (0.10)

$(0.37)

$1.00

$1.50

$2.00

per s

hare

$0.00

$0.50

3Q' 11 Corrugated Consumer Recycling Interest Sharecount 4Q' 11

$

3Q 11Actual

Corrugated Segment

Consumer Packaging

Recycling & Waste

Solutions

Interest Expense, HO

& Other

Sharecount 4Q 11Actual

• 4Q’11 mill production was 2.4 million tons; mill operating rates of 99%

5

• 4Q’11 average diluted shares increased from 51.4 to 71.6 million shares

(1) See Use of Non-GAAP Financial Measures and Reconciliations in the Appendix.

Financial Summary

4Q'11 3Q'114Q'11 3Q'11

Net Sales 2,464$ 1,382$ Credit Agreement EBITDA 345$ 315$ LTM Credit Agreement EBITDA 1 349$ 1 413$

1

($ Millions)

1LTM Credit Agreement EBITDA 1,349$ 1,413$ Capital Expenditures 92$ 49$ Free Cash Flow * 30$ 97$

*Free Cash Flow (a Non-GAAP financial measure) = Operating Cash Flow less Capital Expenditures

6(1) See Use of Non-GAAP Financial Measures and Reconciliations in the Appendix.

Corrugated 4Q’11 vs. 3Q’11Segment Performance

4Q'11 3Q'11 (1)

Net Sales ($ Millions) $1,626.5 $734.5S t I ($ Milli ) (2) $153 6 $80 0

Corrugated Performance

Segment Income ($ Millions) (2) $153.6 $80.0Segment EBITDA Margins (3) 15.6% 16.9%

Maintenance Outages (thous. tons) - 19Containerboard Production ( thous tons) 1 923 2 858 5Containerboard Production ( thous. tons) 1,923.2 858.5Pulp and SBL Production (thous. tons) 107.8 38.7

Corrugated Shipments (BSF) 19.3 9.1

(1) f S f S 28 2011(1) Includes results of Smurf it -Stone acquisit ion beginning M ay 28, 2011

(2) Excludes $4.0 million and $55.4 million of inventory step-up expense in 4'Q11 and 3Q'11, respect ively

(3) See use of Non-GAAP Financial M easures and Reconciliat ions in the Appendix

• Higher commodity costs reduced sequential EBITDA margins

• Domestic and export demand remained strong throughout 4Q ‘11;

7

p g g ;however, export markets in October became more challenging

• No maintenance outages taken in 4Q’11

4Q’11 vs. 3Q’11 Corrugated EBITDA Margin Bridge

16 9%

0.6%

0 6%18.0%

20.0%

16.9%

(1.2%)(0.6%)

(0.2%)

0.6%

(0.5%)

15.6%

12.0%

14.0%

16.0%

6 0%

8.0%

10.0%

0 0%

2.0%

4.0%

6.0%

0.0%3Q'11 Price Recovered 

FiberEnergy Freight Synergies Other 4Q'11

8

Note: 3Q’11 reflects 34 days of ownership of Smurfit-Stone

Corrugated FY12 Maintenance Outages, Capital Downtime and Required Inventory Support

60 000

70,000

80,000

ital D

ownt

ime

Total Outages 236,682            tonsFiscal Year 2012

40,000

50,000

60,000

ce O

utag

e &

Cap

10,000

20,000

30,000

nthl

y M

aint

enan

c

-Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12FY

12 M

on

Monthly Change in Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12RollStock Inventory (tons) 36 000 60 000 19 000 (24 000) (5 000) (38 000) (44 000) (41 000) 9 000 (25 000) 13 000

• To support our converting rollstock consumption during our mill annual outages we will build roughly 115k tons of rollstock inventory through

RollStock Inventory (tons) 36,000 60,000 19,000 (24,000) (5,000) (38,000) (44,000) (41,000) 9,000 (25,000) 13,000

9

outages, we will build roughly 115k tons of rollstock inventory through January 2012, and then work it down over the following five months.

Recent Acquisition – GMI Group / Corpak

• On October 28, 2011 RockTenn acquired GMI Group which operated under the nameCorpak

• Four box plants

• Manufacturer of pizza boxes and microflute clamshells

• Consumes 94K tons of rollstock per year

• Approximate annual revenues of $100 million

$80$100$120

Historical Revenue ($ Millions)

$0$20$40$60$80

10

$02009 2010 TTM 2011

Consumer Packaging 4Q’11 vs. 3Q’11Segment Performance

4Q'11 3Q'11 (1)

$ $ $

Consumer Packaging Performance

Net Sales ($ Millions) $667.9 $579.6Segment Income ($ Millions) $82.1 $61.1Segment EBITDA Margins (2) 15.9% 14.6%

R l d P b d P d ti (th t ) 242 0 239 4Recycled Paperboard Production (thous.tons) 242.0 239.4Market Pulp Production (thous. tons) 26.2 20.9SBS Production (thous. tons) 90.8 74.8Converting Shipments (BSF) 5.3 5.2Converting Shipments (BSF) 5.3 5.2(1) Includes results o f Smurfit-Stone acquisition beginning M ay 28, 2011

(2) See use of Non-GAAP financial M easures and Reconciliations in the Appendix

• Folding Carton volume increased 2 2% while industry reported• Folding Carton volume increased 2.2% while industry reported 2.8% decline for FY11. Strong sequential revenue growth.

• Increased realized pricing in Coated Mill Tons and Folding Carton

11

• Strong sales and execution in Merchandising Displays

Note: Converting shipments exclude Display shipments

Recycling and Waste Solutions 4Q’11 vs. 3Q’11Segment Performance

4Q'11 3Q'11 (1)Recycling and Waste Solutions Performance

Net Sales ($ Millions) $355.8 $147.4Segment Income ($ Millions) $5.3 $4.6Segment EBITDA Margins (2) 2.3% 4.1%

Recycled Fiber Sales Volume (mils. tons) 1.8 0.8

(1) Includes results o f Smurfit-Stone acquisition beginning M ay 28, 2011

(2) See use of Non-GAAP Financial M easures and Reconciliations in the Appendix

• Segment continues to gain volumes in recycled fiber tons

• Largest U.S. brokerage and collection operation in recycled fiber provides strategic advantage to RockTenn’s recycled mills

12

FY12 1st Quarter Corrugated Outlook

• Normal seasonal earnings impacts:• Lower domestic demand, box and mill• Lower priced converting mix, with less produce, and more sheets,

beverage and distribution• Higher export mix at moderately lower pricing• Higher energy usage due to lower temperatures• Higher energy usage due to lower temperatures

• Lower pulp selling price

• Lower export pricing

• Higher mill maintenance costs, due to 46K tons more outage downtime as compared to zero tons in 4Q’11compared to zero tons in 4Q 11

• Partially offset by:• Lower OCC input pricingp p g• Synergy capture and performance improvements

13

RockTenn System Overview(tons in millions)

Mill CapacityMill Capacity ConvertingConverting

Virgin fiber Converting Plants

Fiber SourceFiber Source

y C

ha

iny

Ch

ain

Virgin fiber Converting PlantsCorrugated: 5.20Folding Carton: 0.74URB: 0.15Merchandising Displays: 0.09

18.9Wood Tons 18.9 Tons 9.45

Kraft Liner: 3.18White Top Liner: 0.96Recycled Liner: 0.93Medium: 1.51Recycled Medium 1 01

Su

pp

lyS

up

ply

Recycled

Virgin 6 50 Recycled 2 95 External Board Purchases 0 374.4

Recycle Tons 9.2

Recycled Medium 1.01CRB: 0.63URB: 0.38SBS: 0.48Pulp / SBSK: 0.37

64%

Sa

les

Sa

les Mill Outside Sales

Virgin 6.50 Recycled 2.95 External Board Purchases 0.37

Tons 3.41Containerboard: 2 10

Tons Sold 4.83rd P t D ti 3 2Tons Sold 4.83rd P t D ti 3 2

Recycled Outside Sales

36%

Ex

tern

al

SE

xte

rna

l S Containerboard: 2.10

Pulp / SBSK: 0.37CRB: 0.37URB: 0.27SBS: 0.30

3rd Party Domestic: 3.2Export: 1.63rd Party Domestic: 3.2Export: 1.6

Converting Shipments

100 billion square feet

Note: Some virgin containerboard is manufactured with some recycled content

14

Synergies and Performance Improvement Capture

Captured Synergies and Performance Improvement Run RateCategory 4Q'11 Amount 3Q'11 AmountCorporate Overhead $28 million $28 million

Operational Activities $33 million $20 millionOperational Activities $33 million $20 million

Procurement $29 million $16 million

Administrative $20 million $13 millionTotal to Date $110 million $77 million

Realized in Earnings in Quarter $29 million $6 milliong

15

Synergies and Performance Improvements

Category Target 9/30/11 AmountSynergies and Performance Improvement Data

g y gSynergies $150 million

Performance Improvement Savings $400 million

Capital Expenditures Performance Improvements $170 million $5 million to date

$110 million (run rate)

Capital Expenditures- Performance Improvements $170 million $5 million to date

Cash Restructuring Costs $135 million $48 million to date

• The combination of synergy and performance improvement savings expected to be $550 million

16

Key Inputs

Estimated Annual

Quantity Unit

4Q'11 Average

Price Unit

Estimated Annual Cost ($

Millions) 1Q'12 Outlook

Wood Fiber 19 million tons 33.09 per ton 629$ ↓

Recycled Fiber (1) 4 million tons 160.00 per ton 640$

Natural Gas (2) 26 bcf 4.20 per mmbtu 109$

(3)

↓↓

Fuel Oil (Mill Use) (3) 44 million gallons 2.37 per gallon 104$

Diesel (Freight) (4) 59 million gallons 3.87 per gallon 228$ ↑↑

Note: Excluding Wood Fiber 4Q’11 average prices based off of the following indices:1. Recycled Fiber: Chicago OCC2 N t l G NYMEX H H b F t

17

2. Natural Gas: NYMEX Henry Hub Futures3. Fuel Oil: Platts New York #6 2.2% Cargo4. Diesel: EIA U.S. Diesel Fuel Retail Average Price, Industrial Sector

Key Financial Statistics – FY12

($ Millions unless stated) FY12Depreciation and Amortization: $550

Financial Statistics

Corporate Expenses (December Quarter): $29Interest Expense (December Quarter): $33Book Tax Rate: 36% - 37%Federal NOLs (at Sept 30): $535 pre tax ($187 after tax)Federal NOLs (at Sept 30): $535 pre-tax ($187 after-tax)Cellulosic Biofuel/Black Liquor Tax Credits: $146AMT Credit: $70Qualified Pension Expense $47Qualified Pension Expense $47Pension Contributions $352Capital Expenditures $500

FY Q1'12 FY Q2'12 FY Q3'12 FY Q4'12 FY12Estimated Pension Contributions: $82 $53 $63 $154 $352

Financial Statistics By Quarter($ Millions)

18

Corrugated Scheduled Maintenance Downtime (thous. of tons) 46 47 144 - 237

RockTenn Capitalization Profile – 9/30/11

Debt Maturity Profile

$1,600($ Millions) At September 30, 2011Capitalization at 9/30/11

(milli

ons)

$400

$600

$800

$1,000

$1,200

$1,400Cash $ 42

Revolver due 2016 238 3.5%Term Loan A due 2016 1,475 21.6%Term Loan B due 2018 748 11.0%

$0

$200

$400

FY12 FY13 FY14 FY15 FY16 Thereafter

Credit Facilities Secured Notes 9.25% Notes A/R Securitization Other

AR Securitization due 2014 559 8.2%2013 Notes 81 1.2%Other Debt 45 0.7%2016 Notes (Callable 3/15/12) 300 4.4%T t l D bt $ 3 446 50 5%

Credit Ratings S&P Moody's

Corporate Rating BBB- Ba1

2013 Bonds BB+ Ba2

Total Debt $ 3,446 50.5%

Shareholders' Equity 3,372 49.5%Total Capitalization $ 6,818 100%

2016 Bonds BBB- Ba2

• Over $1.1 billion of liquidity available to RockTenn at 9/30/11

• Leverage Ratio of 2.6x• Unfunded pension liability of $1.4 billion

Above excludes unamortized bond discounts of ($0.8 million) and terminated swaps of $0.4 million

19

to RockTenn at 9/30/11

Appendix

21

Use of Non-GAAP Financial Measures and Reconciliations

Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financialmeasure to the most directly comparable financial measure calculated in accordance with GAAP, anddiscuss the reasons that we believe this information is useful to management and may be useful todiscuss the reasons that we believe this information is useful to management and may be useful toinvestors. These measures may differ from similarly captioned measures of other companies in our industry.

Non-GAAP Measures

Our definitions of Credit Agreement EBITDA and Segment EBITDA may differ from other similarly titledmeasures at other companies. Credit Agreement EBITDA (as defined) and Adjusted EBITDA (as defined)are not defined in accordance with GAAP and should not be viewed as alternatives to GAAP measures ofoperating results or liquidity. RockTenn management believes that net income is the most directlycomparable GAAP measure to Credit Agreement EBITDA (as defined) and Segment Income is the mostcomparable GAAP measure to Credit Agreement EBITDA (as defined) and Segment Income is the mostdirectly comparable GAAP measure to Segment EBITDA.

22

Non-GAAP Measures: Credit Agreement EBITDA and Total Funded Debt (as defined)

“Credit Agreement EBITDA” is calculated in accordance with the definition of “EBITDA” contained in theCompany’s Credit Agreement. Credit Agreement EBITDA is generally defined as Consolidated Net Incomeplus: consolidated interest expense; consolidated tax expenses; depreciation and amortization expenses;various charges and expenses related to, or incurred in connection with, the Smurfit-Stone acquisition;various charges and expenses related to, or incurred in connection with, the Smurfit Stone acquisition;costs and expenses relating to the integration of Smurfit-Stone and the achievement of synergies relatingto the Smurfit-Stone acquisition; certain run-rate synergies expected to be achieved due to the Smurfit-Stone acquisition; all non-cash charges; all cash charges and expenses for plant and other facility closuresand other cash restructuring charges; labor disruption charges; officer payments associated with any

itt d i iti “bl k li ” d h h d i d i t f thpermitted acquisitions; “black liquor” expenses; and cash charges and expenses incurred in respect of theChapter 11 bankruptcy proceeding and plan of reorganization of Smurfit-Stone; and all non-recurring cashexpenses taken in respect of any multi-employer and defined benefit pension plan obligations that arerelated to plant and other facilities closures. For additional information on the calculation see our CreditAgreement dated as of May 27 2011 filed as Exhibit 10 1 to our Form 8-KAgreement, dated as of May 27, 2011, filed as Exhibit 10.1 to our Form 8 K.

“Total Funded Debt” is calculated in accordance with the definition contained in the Company’s CreditAgreement. Total Funded Debt is generally defined as aggregate debt obligations reflected in our balancesheet less the hedge adjustments resulting from terminated and existing fair value interest rate derivativessheet, less the hedge adjustments resulting from terminated and existing fair value interest rate derivativesor swaps, plus additional outstanding letters of credit not already reflected in debt, plus debt guarantees.

23

Non-GAAP Measures: Credit Agreement EBITDA and Total Funded Debt

Our management uses Credit Agreement EBITDA and Total Funded Debt to evaluate compliancewith RockTenn’s debt covenants and borrowing capacity available under its Credit Agreement.Management also uses Credit Agreement EBITDA as a measure of our Company’s core operatingperformance Management believes that investors also use these measures to evaluate theperformance. Management believes that investors also use these measures to evaluate theCompany’s compliance with its debt covenants and available borrowing capacity. Managementalso believes that investors use Credit Agreement EBITDA as a measure of our Company’s coreoperating performance. Borrowing capacity is dependent upon, in addition to other measures, the“Total Funded Debt/EBITDA ratio” or the “Leverage Ratio,” which is defined as Total Funded Debtdivided by Credit Agreement EBITDAdivided by Credit Agreement EBITDA.

24

Non-GAAP Measures: Net Debt

We have defined the non-GAAP measure Net Debt to include the aggregate debt obligationsreflected in our balance sheet, less the hedge adjustments resulting from terminated and existingf i l i t t t d i ti th b l f h d h i l tfair value interest rate derivatives or swaps, the balance of our cash and cash equivalents,restricted cash (which includes the balance sheet line items restricted cash and restricted cashand marketable debt securities) and certain other investments that we consider to be readilyavailable to satisfy such debt obligations.

Our management uses Net Debt, along with other factors, to evaluate our financial condition. Webelieve that Net Debt is an appropriate supplemental measure of financial condition and may beuseful to investors because it provides a more complete understanding of our financial conditionbefore the impact of our decisions regarding the appropriate use of cash and liquid investments.before the impact of our decisions regarding the appropriate use of cash and liquid investments.

25

Non-GAAP Measures: Adjusted Net Income and Adjusted Earnings Per Diluted Share

We also use the non-GAAP measures “adjusted net income” and “adjusted earnings per dilutedj j g pshare”. Management believes these non-GAAP financial measures provide our board of directors,investors, potential investors, securities analysts and others with useful information to evaluate theperformance of the Company because it excludes restructuring and other costs, net, thealternative fuel mixture credit and cellulosic biofuel producer credit and other specific items thatmanagement believes are not indicative of the ongoing operating results of the business. TheCompany and the board of directors use this information to evaluate the Company’s performancerelative to other periods.

26

Segment EBITDA Margins

4Q'11

($ M illions except percentages)($ M illions, except percentages)

Corrugated Packaging

Consumer Packaging

Recycling and Waste Solutions

Corporate / Other Consolidated

Segment Sales 1,626.5$ 667.9$ 355.8$ (186.7)$ 2,463.5$

Segment Income(1) 153.6 82.1 5.3 241.0

Depreciation & Amortization 100.2 24.2 3.0 3.5 130.9 p

Segment EBITDA 253.8$ 106.3$ 8.3$

Segment EBITDA M argins 15.6% 15.9% 2.3%

27

(1) Excludes inventory step-up expense of $4.0 million for Corrugated Segment.

Segment EBITDA Margins

3Q'11

($ M illions, except percentages)

Corrugated Packaging

Consumer Packaging

Recycling and Waste Solutions

Corporate / Other ConsolidatedPackaging Packaging Solutions Other Consolidated

Segment Sales 734.5$ 579.6$ 147.4$ (79.4)$ 1,382.1$

Segment Income(1) 80 0 611 4 6 145 7Segment Income( ) 80.0 61.1 4.6 145.7

Depreciation & Amortization 44.4 23.3 1.4 4.4 73.5

Segment EBITDA 124.4$ 84.4$ 6.0$

Segment EBITDA M argins 16.9% 14.6% 4.1%

28

(1) Excludes inventory step-up expense of $55.4 million.

Adjusted EPS Reconciliation

($ Millions, except per share data)4Q'11 3Q'11

Net income attributable to Rock-Tenn Company Shareholders 83.9$ (30.1)$ p y $ ( )$

Restructuring and other costs (1) 25.0 36.4 Non-cash loss on Canadian intercompany note 11.0 - Acquisition inventory step-up 2.6 35.2 Loss on extinguishment of debt - 25 1Loss on extinguishment of debt - 25.1 Adjusted net income 122.5$ 66.6$

Earnings per diluted share 1.17$ (0.60)$

Restructuring and other costs (1) 0.35 0.71 Non-cash loss on Canadian intercompany note 0.15 - Acquisition inventory step-up 0.03 0.69 q y p pLoss on extinguishment of debt - 0.49 Adjusted earnings per diluted share 1.70$ 1.29$

29

(1) Restructuring and other costs and operating losses and transition costs due to plant closures

Adjusted EPS – 4Q’11

($ Millions, except per share data)

Corrugated Consumer Recycling and Packaging Packaging Waste Solutions Totalg g g g

Legacy RKT 27.3$ 76.8$ 2.9$ 107.0$ Legacy SSCC (1) 126.3 5.3 2.4 134.0 Segment Income 153.6$ 82.1$ 5.3$ 241.0$Segment Income 153.6$ 82.1$ 5.3$ 241.0$

Interest Expense (33.2) Non-Allocated/Other (26.0)

Pre-Tax Income 181.8 Tax Expense (59.3) Adjusted Net Income 122.5$

Adjusted EPS 1.70$ Legacy RKT 1.15 g ySSCC Contribution 0.55$

Management's estimate of the legacy portion of Adjusted Net Income on a standalone basis is $46.5 million.Estimated diluted shares on a standalone basis are approximately 39.9 million.

30

pp y

(1) Segment income excludes $4.0 million of inventory step-up expense

Credit Agreement EBITDA and Leverage Ratio

($ Millions)12 Months Ended

9/30/2011

Consolidated Net Income 146.0$

Interest Expense, net 80.8

Income Taxes 69.5

Depreciation and Amortization 278.3

S fit St Adj t d EBITDA f th i dSmurfit-Stone Adjusted EBITDA for the period

October 1, 2010 to May 27, 2011 470.0

Additional Permitted Charges 304.7

Credit Agreement EBITDA 1,349.3$ g ,

Current Portion of Debt 143.3$ Long-Term Debt due after one year 3,302.5

Total Debt 3,445.8 Less: Hedge Adjustments Resulting from Terminated Swaps (0.4)

Total Debt Less Hedge Adjustments 3,445.4$ Plus: Letters of Credit, Guarantees and Other Adustments 75.8

Total Funded Debt 3 521 2$

31

Total Funded Debt 3,521.2$

Leverage Ratio at September 30, 2011 2.61x

Credit Agreement EBITDA Breakout of Additional Permitted Charges

($ Millions) 12 Months Ended 9/30/2011

Smurfit-Stone EBITDA for the period 10/1/10 to 5/27/11 470.0$ Run rate synergies credit 75.0 R t t i A i iti d I t ti It 94 5Restructuring, Acquisition and Integration Items 94.5 Expenses related to the write-up of inventory 59.4 Financing Fees and Expenses 39.5 Non cash share based compensation expense 21 4Non-cash share based compensation expense 21.4 Other 14.9

Total of Additional Permitted Charges and Smurfit-Stone EBITDA 774.7$

32

Credit Agreement EBITDA and Leverage Ratio

($ Millions)12 Months Ended

6/30/2011

Consolidated Net Income 153.6$

Interest Expense, net 65.9

Income Taxes 31.2

Depreciation and Amortization 184.1

S fit St Adj t d EBITDA f th i dSmurfit-Stone Adjusted EBITDA for the period

July 1, 2010 to May 27, 2011 709.0 Additional Permitted Charges 269.3

Credit Agreement EBITDA 1,413.1$

Current Portion of Debt 241.5$ Long-Term Debt due after one year 3,241.9

Total Debt 3 483 4Total Debt 3,483.4 Less: Hedge Adjustments Resulting from Terminated Swaps (0.7)

Total Debt Less Hedge Adjustments 3,482.7$ Plus: Letters of Credit, Guarantees and Other Adustments 87.6

Total Funded Debt 3,570.3$

33

,$

Leverage Ratio at June 30, 2011 2.53x

Credit Agreement EBITDA

($ Millions) 4Q '11 3Q '11

Consolidated Net Income 84.8$ (28.4)$

Interest Expense, net 30.4 20.7 te est pe se, et 30 0

Income Taxes 42.3 (17.6)

Depreciation and Amortization 130.9 73.5

Smurfit-Stone Adjusted EBITDA for the period - 86 0Smurfit Stone Adjusted EBITDA for the period 86.0 Additional Permitted Charges 56.3 180.4

Credit Agreement EBITDA 344.7$ 314.6$

34

Adjusted EPS – 3Q’11

Corrugated Consumer Recycling and Packaging Packaging Waste Solutions Total

Legacy RKT $30.3 $58.6 $2.9 $91.8Legacy SSCC (1) 49.7 2.5 1.7 53.9 Segment Income $80.0 $61.1 $4.6 $145.7

Interest Expense (22.8) Non-Allocated/Other (20.2)

Pre Tax Income 102 7Pre-Tax Income 102.7 Tax Expense (36.1) Adjusted Net Income $66.6

Adjusted EPS $1 29Adjusted EPS $1.29Legacy RKT 0.96 SSCC Contribution $0.33

Management’s estimate of the legacy portion of Adjusted Net Income on a standalone basis is $38.3 million.

35(1) Segment Income excludes $55.4 million of inventory step-up expense

g g y p j $Estimated diluted shares on a standalone basis are approximately 39.6 million.

Well-capitalized, Low-cost Containerboard Mills

• RockTenn is committed to having a first quartile mill system through operational excellence and high return investments.• The combined business is clustered in the second quartile of the cost curve

• 72% of RockTenn’s capacity is lower than the industry cash cost average

600

Containerboard Cost Curve – June Qtr 2011

00

500

Paul, M

N

Q

300

400

VA

ce, SC

FL n,AL

OH , FL

Solvay,N

Y

ackson

ville, FL

casville, CT

st Point, VA

St. 

Matane, QC

A

$320/ton Industry Average

200

Hop

ewell, 

Florenc

Panama City, F

Stevenson

Coshocton, O

Fernandina

  J a

Unc

We

Hod

ge, LA

RockTenn Cumulative C it19

%14

%

25%

00%10%

72%

61%

51%

38%

98%89%

86%

74%

0

100

Source: June Qtr 2011 RISI and company data. Note: La Tuque bleached liner/SBS mill not shown on cost curve chart, St. Paul reflects management estimate of cost per ton

RockTenn’s Containerboard Mill System cost per ton = $319

Capacity11 2 10763 987

36

4Q’11 Working Capital Impacts

($ Milli )Working Capital

($ Millions)

Net Debt Reduction $27

Other ItemsAcquisition and restructuring related to legacy $39

Smurfit employee payments

Impact to fund taking cash payment discounts $23on legacy Smurfit operations purchases

Impact of increased sales and increased $40Impact of increased sales and increased $40containerboard inventories to eliminate supply constraints

37