NCG050237_COMPLETE FILE - HISTORICAL_20160211

STORMWATER DIVISION +
NCG PERMIT
PERMIT NO. /V C.&UWn5
DOC TYPE
DOC DATE
L�HISTORICAL FILE
C7 MONITORING RI
❑0010 I
YYYYMMDD

to,
K, - Ira.
Energy Mineral
and Land Resources
ENVIRONMENTAL QUALITY
Mr Howard Hutchison
WestRock CP, LLC
8080 North Pointe Blvd
Winston-Salem, NC 27106
Dear Mr Hutchison
Fl L6
PAT MCCRORY
Goo c rn„r
DONALD R VAN DER VAART
February 3, 2016
tie,,,lurt
TRACY DAVIS
Oirct for
N C Department of
l;+rrnnmental Quality
Received
FEB 11 2016
4, Fnston-Salem
Re,ILrrlal Office
Subject NPDES Stormwater Permit NCG050237
WestRock CP, LLC
Formerly RockTenn CP, LLC
Forsyth County
Division personnel received your request to revise your stormwater permit Certificate of
Coverage to accurately reflect your new company and/or facility name
Please find enclosed the revised Certificate of Coverage The terms and conditions contained
in the General Permit remain unchanged and in full effect This revised Certificate of
Coverage is issued under the requirements of North Carolina General Statutes 143-215 1 and
the Memorandum of Agreement between North Carolina and the U S Environmental
Protection Agency
If you have any questions or need further information, please contact the Stormwater
Permitting Program at [phone]
Sincerely,
ORIGINAL SIGNED BY
BETHANY GEORGOULIAS
for Tracy E Davis, P E , CPM, Director
Division of Energy, Mineral and Land
Resources
cc Winston-Salem Regional Office
Stormwater Permitting Program Files
Central Files
State of North Carolina I Em,ronmental Quality I Energy Mineral and Land Resources
1612 Mail Service Center 1 512 North Salisbury Street I R-ilelgh North Carolina 27699 1612
919 707 9220 T

S I Al E OF NORM H CAROI INA
DEPARTMENT OF ENVIRONMEN I AL QUALITY
DIVISION OF ENERGY MINERAL AND I -AND RESOURCES
GENERAL PERMIT NO NCG050000
CERTIFICATE OF COVERAGE No NCG050237
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215 1 other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission and the Federal Water Pollution Control Act as amended
WestRock CP, LLC
is hereby authorized to discharge stormwater from a facility located at
WestRock CP, LLC
8080 North Pointe Blvd
Winston-Salem
Forsyth County
to receiving waters designated as the Winston-Salem MSSS to Manarcas Creek a class C water
in the Yadkin -Pee Dee River Basin, in accordance with the effluent limitations monitoring
requirements and other conditions set forth in Parts I, II III and IV of General Permit No
NCGO50000 as attached
Phis certificate of coverage shall become effective February 3 2016
fhis Certificate of Coverage shall remain in effect for the duration of the General Permit
Signed this day February 3, 2016
ORIGINAL SIGNED BY
BETHANY GEORGOULIAS
for I racy E Davis, P E Director
Division of Energy Mineral and Land Resources
By the Authority of the Environmental Management Commission

Energy Mineral
and Land Resources
ENVIRONMENTAL OVALITY
Mr Howard Hutchison
WestRock CP, LLC
8080 North Pointe Blvd
Winston-Salem, NC 27106
Dear Mr Hutchison
PA I MCCRORY
Gnu rnor
DONALD R VAN DER VAART
k c rctari
TRACY DAVIS
1)11 t L1nr
FebruWr §, O1 �� G�
FEB �a zats
CENTRAL FILES
DWR SECTION
Subject NPDES Stormwater Permit NCG050237
WestRock CP, LLC
Formerly RockTenn CP, LLC
Forsyth County
Division personnel received your request to revise your stormwater permit Certificate of
Coverage to accurately reflect your new company and/or facility name
Please find enclosed the revised Certificate of Coverage The terms and conditions contained
in the General Permit remain unchanged and in full effect This revised Cert>fiLate of
Coverage is issued under the requirements of North Carolina General Statutes 143-215 1 and
the Memorandum of Agreement between North Carolina and the U S Environmental
Protection Agency
If you have any questions or need further information, please contact the Stormwater
Pen-nittmg Program at [phone]
Sincerely,
for Tracy E Davis, P E , CPM, Director
Division of Energy, Mineral and Land
Resources
cc Winston-Salem Regional Office
Stormwater Permitting Program Piles
Central Files
State of North Carolina I Environmental Quality I Energy Mineral and Land Resources
1612 Mail Service Center 1512 Borth Salisbury Street I Ra€eigh North Carolina 27699 1612
919 707 9220 T

S I ATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMEN I AL QUALITY
DIVISION OF FNERGY, MINERAL, AND LAND RESOURCES
GENERAL PERMIT NO NCG050000
CERTIFICATE OF COVERAGE No NCG050237
STORMWA I ER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215 1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the federal Water Pollution Control Act, as amended
WestRock CP LLC
is hereby authorizf-d to discharge stormwater from a facility located at
WestRock CP, LLC
8080 North Pointe Blvd
Winston-Salem
Forsyth County
to receiving waters designated as the Winston-Salem MSSS to Manarcas Creek, a Llas5 C water,
in the Yadkin -Pee Dee River Basin, in accordance with the effluent limitations monitoring
requirements, and other conditions set forth in Parts I, II, III and IV of General Permit No
NCG050000 as attached
"I his certificate of coverage shall become effective February 3 2016
This Certificate of Coverage shall remain in effect for the duration of the General Permit
Signed this day February 3 2016
for Tracy E Davis P E Director
Division of Energy Mineral, and Land Resources
By the Authority of the Environmental Management Commission

AT,
Division of Energy, Mineral & Land Resources
Land Quality Section/Storinwater Permitting
NG®ENR
National Pollutant Discharge Elimination Systeni
EiwMdunrt µn Nsy.nl R4gWCO
PERMIT NAME/OWNERSHIP CHANGE FORM
FOR AGENCY USE Qt� Y
Elate Reacted
Year Month f na
Please enter the peimit number for which the change is requested
NPUES Permit (oi) Ceradcate of Coveiagc
Pei mit status prioi to i equested change
a Permit issued to (company name)`1 �!� c
b Person legally responsible.f'oi permit WA 9A a ej
First MI
Last
�7 tN ey-4 a%
Trtlo
�
i
JAN i
Permit Holder Maduig Ad&irss
' C- c?i/66
Ii�srfW-sAle .1[
CO 'LI Y
City State
gj �) 70— lea- I (
Zip
)
4 ING
_
'Phone
Fax
c Facility name (discharge)
aCJtC. r� C�1 L �.
d Facility address
-� Al Po)rJY— Rt
Addi en
e facility contact person
City State
.j lJ4/41-- oxe✓)ej
Zip
Fii st / MI / fast
T'houe
Ill Please provide the following far the i equested eliange (revised periUlt)
a Request far change is a result of ❑ Change in owneiship of the facility
0 Name change of tht, facility of owner
If other please explain
b Pcimit issued to (company name) ,gam" aCr LLB
c Person legally responsible for permit _ o /u{ Sin
First MI Last
Title
Vermir Holder Mailing Addi ess r
Yd/ (A�$rlt r '" .all' P/w� /L7 f l7 ib
City Siate�irn Cip
.{,33b)7s'S-'7�sai �I�I��:Nsar�ij{,fjevt7�
Phone E trail Address
d Facility iiamc (dtst.hai ge) y,/gT"P'a'-LL- <-- P C[- L
e facility, address c_ g o v e
Address
1- City statt. Lip
f Facility contact person .Sh4r) $--- 14g f t' v i iale-
First Ml _Last
Phone F-mail Addross Cd/ykb
IV Permit contact infoi matron (if different from the poson legally responsible foi the petrait)
ReVl9od San 27 2014 �yy,

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Peruutcontact
Fitsi M1 1 ast
Title
Mailing Address
City State Zip
Pliant: E mail Address
V Will the permitted facility continue to conduct the sam4 industttal activities conducted prtot
to this ownership or name change?
Yes
No (please explain)
VI Required items THIS APPLICATION WILL BE RETURNED UNPROCESSED 1% ITEMS
ARE INCOMPLETE OR MISSING
This completed application is ietuned toot both naine change and/or ownership change
i equests �'— .1
❑ Legal documentation of the transfer of ownership (sirch as relevant pages of a conti act died,
or a bill of sale) is t eouired foi an ownership change request Articles of mcoipoiation ate
not sufficient for an ownership change
The certif cat tons below must be completed and signed by both the petmit holder pnoi to the change, and
the new applicant to the case of an ownership change request For a name change request, the signed
Applicant's Certification is sufficient
PERM[ 11 LE CER71H (CAI [ON (Permit holdet pi tot to ownership change)
I, , attest that this application for a name/ownership change has been reviewed and is accuiaate and
Complete to the best of my knowledge [ understand that if all iequned parts of this application ate not
completed and that if all tequtied supporting information is not included, this application package will be
tetuined as incomplete
Signature late
APPLICANT CERTIFICATION
1, 21�6L, attest that this application for a name/ownership change has been ieviewed and is accurate and
complete to the best of my knowledge I undeistand that if all requited pait9 of this application are not
Completed and that if all tequtred supporting information is not included, this application package will btr
ietuined as incomplete
12 � �f
Signature
Date
PLEASE SEND THE COMPU I APPLICA I ION PACKAGE TO
Division of Eneigy, Mineral and Land Resources
Slormwater Pei initting Piogtam
1612 Mail Set vice Cc ntei
Raleigh, Not th Carolina 27699-1612
RevMd Jan 27 P014

11
�.w►� WestRock
V
August 19, 2015
kyA muslulanumm ! ad
Stot mwater
NCDENR-STORM WATER PERMITTING
1601 MAIL SERVICE CENTER
STORM WATER PERMITTING
Raleigh, NC 27699-1601
3950 Shackleford Road
Duluth GA 30096
Re Notice of Corporate Name Change
RockTenn CP, LLC ( Permittee")
8080 North Point Boulevard
Winston-Salem, NCB 7106 Ncdr nU 56 �3
Stormwater Permit Permit # NCG050004
To Whom It May Concern
Permittee currently operates the above -referenced facility pursuant to an environmental permit
issued by your agency On July 1, 2015, Rock -Tenn Company, the parent company of Permittee,
entered into a business combination with MeadWestvaco Corporation As the result of this
business combination, Rock -Tenn Company became a wholly owned subsidiary of a new entity
named WestRock Company " (This series of transactions did not directly affect the legal entity that
holds the above -referenced permit) In conjunction with the completion of the business
combination, it is our intention to change the legal name of Permittee to WestRock CP, LLC as of
September 1, 2015
The purpose of this letter is to notify you of the upcoming name change and request that the agency
make this name change on the above -referenced permit Although the Permittee will have a new
corporate name, the legal entity that owns and operates the facility will not change, and no changes
in management, environmental personnel or daily operations at the facility will occur
Please contact me at 770-326-8140 or robert wood@westrock com if follow-up paperwork of other
submissions are required to change the name on our permit or if you have any questions about this
matter
Thank you for your assistance
Sincerely,
4)'Jr"�
Robert Wood
DECEIVED
Environmental Services Manager A U S 28 2015
Cc Shane Narterink
DENR LAND QUALITY
STORMWATER PERMITTING

PA r MCCRORY
(,01 , r,7ur
DONALD R VAN DER VAART
Energy Mineral
and Land Resources
ENVIRONMENTAL. QUALITY
February 3, 2016
Mr Howard Hutchison
WestRock CP, LLC
8080 North Pointe Blvd
Winston-Salem, NC 27106
TRACY DAVIS
Ulrt slur
Sub)ect NPDES Stormwater Permit NCG050237
WestRock CP, LLC
Formerly RockTenn CP, LLC
Forsyth County
Dear Mr Hutchison
Division personnel received your request to revise your stormwater permit Certificate of
Coverage to accurately reflect your new company and/or facility name
Please find enclosed the revised Certificate of Coverage The terms and conditions contained
in the General Permit remain unchanged and in full effect This revised Certificate of
Coverage is issued under the requirements of North Carolina General Statutes 143-215 1 and
the Memorandum of Agreement between North Carolina and the U S Environmental
Protection Agency
If you have any questions or need further information, please contact the Stormwater
Permitting Program at [phone]
Sincerely,
ORIGINAL SIGNED BY
BETHANY GEORGOULIAS
for Tracy E Davis, P E , CPM, Director
Division of Energy, Mineral and Land
Resources
cc Winston-Salem Regional Office
Stormwater Permitting Program Files
Central Files
State of North Carolina I Enwronmental Quality I Energy Mineral and Land Resources
1612 Matl Service Center 1 512 North Salisbury Street I Raleigh North Cuohna 27699 1612
919 707 9220 1

STATE OF NOR"I 1-1 CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF ENERGY MINERAL AND I -AND RESOURCES
GENERAL PERMIT NO NCG050000
CERTIFICATE OF COVERAGE No NCG050237
STORMWA I ER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215 1 other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission and the Federal Water Pollution Control Act as amended
WestRock CP LLC
is hereby authorized to discharge stormwater from a facility located at
WestRock CP LLC
8080 North Pointe Blvd
Winston-Salem
Forsyth County
to receiving waters designated as the Winston-Salem MSSS to Manarcas Creek, a class C water
in the Yadkin -Pee Dee River Basin, in accordance with the effluent limitations monitoring
requirements, and other conditions set forth in Parts 1 II III and IV of General Permit No
NCG050000 as attached
This certificate of coverage shall become effective February 3 2016
This Certificate of Coverage shall remain in effect for the duration of the General Permit
Signed this day February 3 2016
ORIGINAL SIGNED BY
BETHANY GEORGOLILIAS
for Tracy E Davis, P E , Director
Division of Energy Mineral, and Land Resources
By the Authority of the Environmental Management Commission

Division of Energy, Mineral & brand Resources
Land Quality Section/Stormwater Permitting
.,
MCQE NR
National Pollutant Dischaige. Elimination System
mvR�
HoerH r�'o�xr b -
G__.—. .. D w.noe
PERMIT NAME/OWNERSHIP CHANCE FORM
FOR AGENCY USE o%it.Y
Dale Received
Year Monlh
nay
I Please enter the pennit number for which the change is requested
NPDPS Permit (oi) Certificate of Coverage
o
11 Pea Alit status rp aor to i equested change
a Permmt issued to (company name) 6�, �%o
b Person legally responsible for permit b(Y WA" T �^ }� .�-i i N'C d tj
rmt MI Last
_ (S C/j ey'
Title
A � Permit Holder Mailing Address
i"f �?%i;4 "j'SA1e'1 �� o?7/b.�,
city state Zip
3 �- ) -)s:q-Vok I c
Mom: Fax
c Facility name (discharge) [RdC ,Te�rJ C�LC., C
d Facility address /t% Pp if4 QLA
Addi esa
City state Zip
e Facility contact person ,s
Fust / MI / Fast Phone
11I Please provide the following for the i egiuested change (revised permit)
a Request for change is a result of ❑ Change in owneiship of the facility
Name change of the facility of owner
If other please explain
la Pei trait issued to (company name) j/1%s'FT oc lc C P 4LC= _
c Person legally responsible for permit d 0,-P3&Ale m a u C ► �
Forst MT Last
Title
Permitflolder Maiimg Address
Cdy tateswi t! zip
(33)7$ Mt>4t'kr'N�er�i�lLf3ti`tvt7r�(C
Phone E mail Address
d Facility name (discharge) 0jMT-k6-r 1C- �. CL. C—
c Facility address Came-. cis �.L6 u u `7-
Address
City State ZIP
f Facility contact person S44"j-"- iAL i/
First +_ Mi Last
(334- ?;ff 'S�i Sr]G Y1A✓fCJjb.
Phone F-m ill Address
N Permit contact infoi matron (ifdiffetent from the pei son legallyiesponsible toi the permit)
RoAsed Jan 27 2014 ,

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact
Fu St MI I ast
Tale
Mailing Addiess
City State Zip
phone E mail Address
V Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
Yes
No (please explain)
Vl Required Items THIS APPLICATION WILL BE RETURNED UNPROCESSED it ITEMS
ARE INCOMPLETE OR MISSING
Tlus completed application is lequoed foi both naive change and/otv ownership change
i equests'�
Legal documentation of the ti ansfer of ownership (such as televanrt pages of a contract deed,
of a bill of sale) is i efluired fat an ownership change request Articles of incoipoiation nic
not sufficient for an ownership change
The certifications below must be completed and signed by both the poi mit Bolder prior to the change, and
the new applicant in the case of an ownership change iequest Foi a name change request, the signed
Applicant's Certification is sufficient
PCRMI`I ll EE CEIZTIF [CAI [ON (Peimit holder pi tot to ownei ship change)
1, ___,_, attest that this application foi a name/ownership change has been reviewed and is accurate and
complete to the best of my Imowledge f understand that if all i ecluii ed pails of this application are not
completed and that if all tequned supporting information is not included, this application package will be
returned as incomplete
Signature Date
APPLICANT CERTIFICATION
1, 2H,6 , attest that this application foi a name/ownership change has been i evnewed and is accurate and
complete to the best ofiny knowledge I understand that if all it.quiled pails of this application aie not
completed and that if all iequued supporting information is not included, this application package will be
ietun ned as incomplete
Revised Jan 27 2014
Signature
Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO
Division of Fneigy, Mineral and Land Resouices
Stormwater Pernuttmg Program
1612 Matt Set vice Centet
Raleigh, Not th Carolina 27699-1612

WestRock
V
August 19, 2015
i u►iIL>�
Stormwater
NCQENR-STORM WATER PERMITTING
1601 MAIL SERVICE CENTER
STORM WATER PERMITTING
Raleigh, NC 27699-1601
3950 9hacKle(ord Road
Duluth GA 30096
Re Notice of Corporate Name Change
RockTenn CP, LLC ("Permittee }
8080 North Point Boulevard
Winston-Salem, NC 27106 � r�
Stormwater Permit/Permit # NCG050000 cO 5- 3
To Whom It May Concern
Permittee currently operates the above -referenced facility pursuant to an environmental permit
issued by your agency On July 1, 2015, Rock -Tenn Company, the parent company of Permittee,
entered into a business combination with MeadWestvaco Corporation As the result of this
business combination, Rock -Tenn Company became a wholly owned subsidiary of a new entity
named 'WestRock Company " (This series of transactions did not directly affect the legal entity that
holds the above -referenced permit) In conjunction with the completion of the business
combination, it is our intention to change the legal name of Permittee to WestRock CP, LLC as of
September 1, 2015
The purpose of this letter is to notify you of the upcoming name change and request that the agency
make this name change on the above -referenced permit Although the Permittee will have a new
corporate name, the legal entity that owns and operates the facility will not change, and no changes
in management, environmental personnel or daily operations at the facility will occur
Please contact me at 770 326-8140 or robert wood@westrock cam if follow-up paperwork or other
submissions are required to change the name on our permit or if you have any questions about this
matter
Thank you for your assistance
Sincerely,
Robert Wood
Environmental Services Manager
Cc Shane Harterink
EIVED
k US 2 8 2015
i'R :_' 'Li _4J.3+ 1-'Y
7CfR'AR OERkiIj T!NG

N(f 6_0 5z a 3 7
RockTenn
North Carolina Department of Environmental Services
Storm Water Permitting Unit Staff
1617 Mail Service Center
Raleigh, NC 27699-1617
31 December 2013
To whom it may concern
RECEIVED
JAN 0 5 2015
DE''VR L4I4D QUALITY
STpRMWATER PER"TTING
This letter is to inform you of a new General Manager for the Winston-Salem
corrugated box facility, effective immediately The name of the new General
Manager is Howard J Hutchison, who will be assuming signatory authority from the
former Business Unit General Manager, Greg Robinson
Please find enclosed the delegation of authority (DOA) for the RockTenn CP, LLC
Winston-Salem plant This is being sent to you per our Storm Water General Permit,
Part III B5
R gards,
Shane A Harterink
Environmental Coordinator
RockTenn Company
Winston-Salem
enclosure
8080 North Point Blvd Winston-Salem NC 27106 336-759-7821

©I LEGATION OF AUi I- 0Ri TV f OR
ENVIRONIVII MIAL APPLICATIONS, CFRIIFICATIONS AND REPORTS
As Senioi Vice Piesicdent and General Managei of Corrugated Packaging, I heieby
Ratify and confirm the authority of the General Manager of each of the facilitios listed
on Attachment A hereto to execute and submit all required of appi opi late
ei ivit onmental applications, certification-, and reports for the facility(ies) they
manage This Dolegation of Authority includes, without limrtatiOn, the authority of
each General Manager to act as the "responsible official" for hicdher facilities within
thn meaning of title V of thrr, Nedeial Clean Aii Act Amendments of 1(990 and
implementing federal, Mate and local agency tegulations, as well as other
environmental laws and regulations with similar signatory requirements
mv, Delegation of AW1101 ity Will i emain m effect mull reavohed or supoisecled
Je hCiI vich
se liol`Dice I'iesidFn2 ��{ C�eneral lUlaildgC?t
Co lug ated Packnginq
Effective Date July 23, 2012

i
Attachment A
Corrugated Packaging
Automated Pkg Systems
Mooresville, NC
Orlando, rL
M u rfrees 1) o ro, TN
Car rugated
Muskogee, OK
Atlanta Last, GA
New Lenox, IL
Baltimore South, MD
Newark, NJ
Bradenton, FL
Norcross, GA
Bridgeview North, IL
North Chicago, IL
CaillrllUs, NY
North Tonawanda, NY
Cerritos, CA
Olive l3ianch, MS
Chattanooga, TN
Philadelphia, PA (Aston)
Chesteitield, MO
Poitland, OR
Cincinnati (Blue Ash), 011
Ravenna, 011
Cnlunlbu5 IN, IN
Richmond North, VA
Corona, CA
Rogeis,AIR
Covington, GA
Salinas, CA
Cuthllan, AL
San Juan, PR
Dayton (GraphCorr), N1
Sioux City North, !A
Dayton, N I
Sioux City South, IA
Deci Park, NY
Sioux falls, 5D
Denver, CO
Springfield, NSA
Devens, MA
Sprrnglic.ld, Mo
rt Paso I nt, TX
St Cinurl, MN
Fargo, ND
Tupelo (S-iltrllo Pox), MS
I ernandina Beach A
Tyler, TX
fart Worth, TX
Wakefield, MA
ri esno, CA
Winston Salem, NC
Galesburg, IL
rood Svj vice Pkg
Germantown, WI
Atlanta 1511, GA
Glendale, A7
Knox I SP, IN
Giand Prairie, TX
Plymouth 1-5P, IN
hghland, IL
Plymouth rSP-foil
I lumboldt, fN
Laminating, IN
7ackronvitle WCO, R
St Louis FSP, MQ
Lancaster, PA
Tulare I SP, CA
I atta, SC
Pro Print/Giaphics
Lewisburg, 7N
Atlanta Preprint, GA
Liberty, MO
Hebron V
Mansfield, MA
Jacksonville Pwpiint, fL
Milpitas, CA
Sheet
Milwaukee, WI
Beloit' P, Wl
Mmncipolis, MN
(des Maines SI' IA
Mishawaka, IN
I or Smith SP, Alt
Vlontgomeiy,AL
Gailatin, IN
I Iouston South SP, TX
Lexington SP KY, KY
Rochester SP, MN
Spartanburg, SC
Springfield (IdIA) SP, MA
Springfield (MO) SP, MO
St Paul SP, MN
Sheet Feeder
Athens, AL
Bedfoid Park SF, IL
Blip Splwgs SF, MO
Hanover Par I(SF, IL
MIIVJillll(ee (IPC) 5F, WI

""r,cG 05­0a-3 7
�7`. RockTenn
April 16, 2015
VIA CERTIFIED MAIL
NCDENR-S rORM WA 1 ER PERMITTING
Stormwater WX FfkRESO i a
Dgi1R UPFER PERM
1601 MAIL SERVICE CENT ER !"
Raleigh, NC 27699-1601
Re Notification of RockTenn-MeadWestvaco Business Combination
Permittee ROCK TENN CP, LLC ( Permittee )
Facility Address 8080 North Point Boulevard, Winston-Salem, NC
Permit Number NCG050000
Dear Sir/Madam
Permittee currently operates the above -referenced facility pursuant to an environmental permit
issued by your agency Permittee is a wholly owned subsidiary of Rock -Tenn Company The
purpose of this letter is to notify you that on or about .tune 1, 2015, Rock -Tenn Company will
enter into a business combination with MeadWestvaco, a global packaging company
headquartered in Richmond, Virginia The transaction will occur in multiple steps that will
result in Rock-1 enn Company becoming a wholly owned subsidiary of a new corporation,
Rome -Milan Holdings, Inc Rome -Milan Holdings, Inc will be renamed as of the date of the
transaction closing, however, the new company name has not yet been identified
The transaction will not directly change the legal entity that holds the above -referenced permit,
nor will it alter the day-to-day operation of the facility Further, we do not anticipate any
changes to our local management team or our permitted environmental emissions or discharges
as a result of the transaction Because the legal name of Permittee will remain unchanged, we do
not believe that the transaction triggers the need for any permit transfer or name change process
at this time If Permittee changes its legal name or adopts a trade name in the future, we will
take all steps required to ensure the new name is properly reflected on our permit
If you have any questions about the impending transaction as it relates to the environmental
permit issued by your agency, please contact RockTenn s corporate Environmental Department
at 770-326-8139 or amulenga@rocktenn com
Sincerely,
4T- ) 0enp—
Robert Wood
Environmental Services Manager

/�� RockTenn
North Carolina Department of Environmental Services
Storm Water Permitting Unit Staff
1617 Mail Service Center
Raleigh, NC 27699-1617
13 December 2013
To whom in may concern
V,
PC 605W37
This letter is to inform you of a new Business Unit General Manager for the Winston-
Salem corrugated box facility, effective immediately The name of the new Business
Unit General Manager is Gregory Robinson
Please find enclosed the delegation of authority (DOA) for the RockTenn CP, LLC
Winston-Salem plant This is being sent to you per our Storm water General Permit,
Part III B 5
Regards,
A HAZ:=-
1
Shane A Harterink
Environmental Coordina±or
RockTenn
Winton -Salem
DEC 1 8 ?0113
8080 North Point Blvd , Winston-Salem, NC 27106 336-759-7821

Al
p& Rod<Tenn
DELEGATION OF AUTHORITY FOR
ENVIRONMENTAL APPLICATIONS, CERTIFICATIONS AND REPORTS
As Senior Vice President and General Manager of Corrugated Packaging, I hereby
ratify and confirm the authority of the General Manager of each of the facilities listed
on Attachment A hereto to execute and submit all required or appropriate
environmental applications, certifications and reports for the facility(Ees) they
manage This Dolegation of Authority includes, without limitation, the authority of
each General Manager to act as the "responsible official" for hici/her facilities within
the meaning of Tale V of the Federal Clean Air Act Amendments of 1990 and
implementing federal, state and local agency regulations, as well as other
environmental laws and regulations with similar signatory requirements
This Delegation of Authotity will remain in effect until revoked or supoiseded
Je �h� bvich
Se i1o, �lIbe President & General Managei
Corrugated Packaging
Effective Date July 23, 2012

Attachment A
Corrugated Packaging
Automated Pkg Systems
Mooresville, NC
Orlando, rL
Murfreesboi o,1 N
Corrugated
Muskogee, OK
Atlanta East, GA
New Lenox, IL
Baltimore South, MD
Newark, NJ
Bradenton, FL
Norcross GA
Bridgeview North, IL
North Chicago, IL
Camillus, NY
North Tonawanda NY
Cerritos, CA
Olive Branch, MS
Chattanooga, TN
Philadelphia, PA (Aston)
Chesteitield, MO
Poitland OR
Cincinnati (Blue Ash), OH
Ravenna, OF]
COIUmbus IN, IN
Richmond North, VA
Corona, CA
Roge is, AR i
Covington GA
Salinas, CA
Cullman, AL
San Juan, PR
Dayton (GraphCorr), NJ
Sioux City North, IA
Dayton, N)
Sioux City South, Ill
Deer Park, NY
Sioux Falls SD
Denver, CO
Springfield, MA
Devens, MA
5pirngfield, MO
El Paso East, 1X
St Cloud, MN
Fargo ND
Tupelo (Saltillo Box), MS
Fernandina Beach, F1
Tyler, TX
Fort Worth,1 X
Wakefield MA
Fiesno,CA
Winston Salem, NC
G,lesburg, IL
rood service Pkg
Germantown, Wt
Atlanta FSP GA
Glendale, A7
Knox FSP, IN
Grand Prairie, TX
Plymouth FSP, IN
highland, IL
Plymouth FSP For)
lumboldt, TN
Laminating, IN
Jacksonville WCO, FL
St Lows FSP, MO
Lancaster, PA
Tulare FSP, CA
I atta, SC
Pre-Print/Graphics
Lewistwrg, I N
Atlanta Preprint, GA
Liberty, MO
Hebron, KY
Mansfield, MA
Jacksonville Prrpiint, rL
Milpitas, CA
Sheet
Milwaukee, WI
Beloit SP, WI
Minneapolis, MN
Des Moines SP, IA
Mishawaka, IN
Foi t Smith SP, AR
Mnotgomeiy, AL
Gallatin, IN
Houston South SP, TX
Lexington SP ICY, KY
Rochester SP, MN
Spartanburg, SC
Spi Ingfield tMA) SP, MA
Springfield (MO) SP, MO
St Paul SP, MId
Sheet Feeder
Athens, AL
Bedfoid PafkSr, IL
Blue Sprwgs SF, NIO
Hanover Pai k SF, IL
Milwaukee (IPC) Sr, WI

)rmvrater Pollution Prevention Plan
>es the site have a StomMater Pollution Prevention Plan'
Does the Plan include a General !_ocatpon (USGS) map?
Does the Plan include a aNarrative Description of Practices"?
Does the Plan include a detailed site map including outfall locations and drainage areas?
Does the Ptan include a list of significant spill, occiunng during the past 3 years?
Has the facility evaluated feasible aftematrves to current practices?
Does the facility provide all neoessary secondary containment? N /Ar
Does the Plan include a 6MP summary?
Does the Man include a Spill Prevention and Response Plan (SPRP)?
Does the Plan include a Preventative Maintenance and Good Housekeeping Plan?
D the facility provide and document En#oyee Training? I A 5'� V 2-0 1'b
Does the Plan include a list of Respmmble Party(s)?
Is the Plan mviev&d and updated annually?
Does the flan include a Storniwater Facility Inspection Program? �vVA r � �A
the Starniviater Pollution Prevention Plan been implemented?
omment
alltative Monitoring
is the facility conducted its Qualitative Wnitonng sen4-annualty?
omment
alytical Monitoring
as the facility conducted its Analytical niondonng?
Has the facility conducted its Analytical monitonng €yarn Vehicle Maintenance areas?
omment
rmit and Outfalls
Is a copy of the Pemirt and the Certificate of Coverage available at the site?
Were all oirtfalls observed dunng the inspection?
If the facilrty has representative outfalI status, is it property docianented by the Division?
Has the facility evaluated all dhcd (non stoi nwater) discharges?
N C&I DS oZ3-1
IZO(--Too n CAP, L.I-G - smo - +-iOj+c'" rLjc
Yes No NA NE
2 ■ ■ ■
000111111111M
161 ■■■
Yes No NA NE
K
❑
❑
❑
Yes
No
NA
NE
❑
❑]
❑
❑
❑
❑
Yes
No
NA
NE
❑
❑
LIK
El
E,
❑
❑
❑
1120J\39U-�30

NCDENR
North Carolina Department of Environment and Natural Resources
Division of Energy, Mineral, and !_and Resources
Land Quality Section
Tracy E Davis, PE, CPM Pat McCrory, Governor
Director John E Skvarla, III, Secretary
20 November 2013
Rock -Tenn CP, LLC
Attn Shane Harterink, Safety/Quality Manager
8080 North Point Boulevard
Winston-Salem, NC 27106
Subject Compliance Evaluation Inspection
NPDES General Stormwater Permit NCGO50000
Certificate of Coverage NCGO50237
Rock -Tenn CP, LLC
Forsyth County
Dear Mr Harterink
Aana Taylor -Smith of the Winston-Salem Regional Office of the NC Division of Energy, Mineral, and Lard
Resources (DEMLR) conducted a compliance evaluation inspection at the subject facility on 20 November 2013
Your assistance and cooperation during the inspection were greatly appreciated An inspection checklist is
attached for your records and the inspection findings are summarized below
This facility is located at 8080 North Point Boulevard in Winston-Salem, Forsyth County, North Carolina
Stormwater related to industrial activity is discharged from the site to Manarcas Creek, this segment of which is
currently classified as Class C waters, in the Yadkin -Pee Dee River Basin
Documentation & Monitoring Review
The facility's Stormwater Pollution Prevention Plan (SPPP) is extremely thorough, up to date, and fully
implemented Qualitative monitoring has been completed as required Analytical monitoring is not required
because this facility does not perform on -site vehicle maintenance The facility has four Stormwater Discharge
Outfalls (SDOs) that discharge stormwater related to industrial activity
Site Review
The facility is clean and well -maintained Secondary containment is unnecessary at this facility, as there is no bulk
liquid storage or AST that would require secondary containment All four outfalls were inspected and found to be
in good order No evidence of erosion or instability at the SDOs was observed During the inspection, it was noted
that this facility would only need to make a few minor adjustments to qualify for No Exposure Certification, which
would eliminate the need for the NCG050000 permit For more information on No Exposure Certification, please
visit our website at the following link
htt ortal ncdenr org/web/Ir/npdes-stormwater#tab-5
Winston-Salem Regional Office
585 Waughtown Street, Winston-Salem, NC 27101 . Phone [phone] FAX [phone]

0-
Rock -Tenn CP, LLC
11/20/2013
Page 2 of 2
We appreciate your efforts to comply with the stormwater permit and the proactive steps taken to identify and
eliminate potential sources of pollution No additional response to this letter is required Should you have any
questions regarding the NCG050000 permit or this inspection, please do not hesitate to contact Ms Taylor -Smith
or me at [phone]
Sincerely,
Matthew E Gantt, PE
Regional Engineer
Land Quality Section
Enclosures BIMS Inspection Checklist
cc Central Files
WSRO/LQ

Permit NCGO50237
SOC
County Forsyth
Region Winston Salem
Compliance Inspection Report
Effective 06/01/13 Expiration 05/31/18 Owner Rocktenn Cp LLC
Effective Expiration Facility RockTenn CP LLC
8080 N Point Blvd
Contact Person Charles Little
Directions to Facility
System Classifications
Primary ORC
Secondary ORC(s)
On Site Representative(s)
Related Permits
Title
Inspection Date 11120/2013 Entry Time 09 30 AM
Primary Inspector Aana Taylor -Smith
Secondary Inspector(s)
Winston Salem NC 27106
Phone [phone]
Certification
ExitTime 10 15 AM
Phone
Phone [phone]
Reason for Inspection Routine Inspection Type Compliance Evaluation
Permit Inspection Type Apparel/Printing/Paper/Leather/Rubber Stormwater
Discharge COC
Facility Status ■ Compliant ❑ Not Compliant
Question Areas
® Storm Water
(See attachment summary)
Page 1

Permit NCG050237 Owner Facility Rocktenn Cp LLC
Inspection Date 11/20/2013 Inspection Type Compliance Evaluation Reason for Visit Routine
Inspection Summary
Please refer to attached inspection letter
Page 2

Permit NCGO50237 Owner Facility Rocktenn Cp LLC
Inspection Date 11/20/2013 Inspection Type Compliance Evaluation
Reason for Visit
Routine
Stormwater Pollution Prevention Plan
Yes No
NA
NE
Does the site have a Stormwater Pollution Prevention Plan?
❑
❑
❑
# Does the Plan include a General Location (USGS) map?
❑
❑
❑
# Does the Plan Include a Narrative Description of Practices ?
❑
❑
❑
# Does the Plan include a detailed site map including outfall locations and drainage areas?
®❑
❑
❑
# Does the Plan Include a list of significant spills occurring during the past 3 years?
❑ ❑
■
❑
# Has the facility evaluated feasible alternatives to current practices?
®❑
❑
❑
# Does the facility provide all necessary secondary containment?
u ❑
n
❑
# Does the Plan Include a BMP summary?
®❑
❑
❑
# Does the Plan Include a Spill Prevention and Response Plan (SPRP)?
®❑
❑
D
# Does the Plan include a Preventative Maintenance and Good Housekeeping Plan?
®❑
❑
❑
# Does the facility provide and document Employee Training?
®❑
❑
❑
# Does the Plan include a list of Responsible Party(s)?
®❑
❑
Cl
# Is the Plan reviewed and updated annually?
®❑
❑
❑
# Does the Plan include a Stormwater Facility Inspection Program?
10 ❑
❑
❑
Has the Stormwater Pollution Prevention Plan been implemented?
®❑
❑
❑
Comment SPPP very thorough and up to date Last employee training conducted
October 2013 Stormwater facility Inspections conducted quarterly
Qualitative Monitoring
Has the facility conducted its Qualitative Monitonng semi-annually?
Comment
Analytical Monitoring
Has the facility conducted its Analytical monitoring?
# Has the facility conducted its Analytical monitoring from Vehicle Maintenance areas?
Comment Rock -Tenn Is not required to perform analytical monitoring, as there is no
vehicle maintenance on site
Permit and Outfalls
# Is a copy of the Permit and the Certificate of Coverage available at the site?
# Were all outfalls observed during the inspection?
# If the facility has representative outfall status is it properly documented by the Division?
# Has the facility evaluated all illicit (non stormwater) discharges?
Yes No NA NE
M❑❑❑
Yes No NA NE
0000
❑ ❑ ! ❑
Yes No NA NE
Page 3

Permit NCG050237 Owner Facility Rocktenn Cp LLC
Inspection Date 11/20/2013 Inspection Type Compliance Evaluation Reason for Visit Routine
Comment Facility has four outfalls, all were in compliance With minor modifications,
site could easily qualify for No Exposure Certification
Page 4

RE(--'
NCr
•
DFc o a 2012
NCDENR
W+nstnrt�afetrr
i2e corral c"
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Charles Waklld, P E
Dee Freeman
Governor Director
Secretary
DULCrnbei 4 2012
I ont Pedine
Rock I a,nn CP LLC
8080 North Pointe Blvd
Winston-Salem NC 27106
RECEI JED
DIVISION OF WATER QUALITY
DEC 0 5 2012
14fiQORL-.Cv �L:: RECIORIAI_ MICE
Subject NPDES General Permit NCC0-,)0000
Certificate of Coverage. NCGO50237
ROLkTtnn CP LI,C
I-ormerly Stnw fit -Stone Containet Carp
Forsyth County
Dear Mr Pedll1L
Division personnel received your request to revise your stormvater permit Certificate of Coverage to
accurately reflect your new company and facility name
Please find enclosed the revised Certificate of Coverage 7 he terms and conditions contained to the
General Permit remain unchanged and ut full effect I Ills revised Certificate of Coverage, is Issued under
the requiremwlts of North Carolina General Statutes 143-215 1 and the Memorandum of Agreement
between North Carolina and the U S Environmental Protection Agency
If you have any questions please contact the Stornwater Permitting Unit at 919-807-6300
Sincerely,
ORIGM SIGNED W
KEN PICKLE
for Charles Wakild, P E
cc Mootesvillr. Regional Office
Central Files
Stormwater Permitting Unit
Wetlands and Stormwater Branch
1617 Mail Service Center Raleigh North Carolina 27699 1617
Location 512 N Salisbury 5t Ralegh North Carolina 27604
Phone 91 U07.63001 FAX [phone] % Customer Service 1 877.623 6748
Internet www ncwaterqua4y org
An Equal Opportunity 1 Affirmative Action Employer
NorthCarohna
Naturally

S rATE OF NORTH CAROLINA
DLPARTMEN I OF ENVIRONMEN I AND NATURAL RESOURCES
DIVISION OF WATER QUAL1 I Y
GENERAL PERMIT NO NCGO50000
CERTIFICATE OF COVERAGE No NCGO50237
STORMWA I ER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215 1, other lawlul standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission,
and the Federal Water Pollution Control Act as amended,
Rock I urn Cp, LLC
is hereby authorized to discharge stormwater from a facility located at
Rock] c,nn Cp L,LC
8080 North Pointe Blvd
Winston-Salem
Forsyth County
to receiving waters designated as the Wmslon-SaIL111 MSSS to Manaicas Creel., a class C, wateibody in
the Yadkin-1'ee DLL River Basin in accordance with the effluent limitations, monitoring requirements,
and other conditions set forth in Parts 1, II, III, IV, V and VI of General Permit No NCGO50000 as
attached
Phis certificate of coverage shall become effective Decunhc.r 4, 2012
this Certificate of Coverage shall remain in effect for the duration of the General Permit
Signed this day December 4, 2012
ORIGINAL SIGNEC? M
KEN PICKLE
for Charles Wakild, P E , Director
Division of Water Quality
By Authority of the Environmental Management Commission

A
HCDEHR
North Carolina Department of Environment and Natural Resources
Beverly Eaves Perdue
Governor
I om Pedine
]cock Fenn CP Lt-C
8080 North Pointe Blvd
Winston-Salem NC 27106
fear Mr- Pedlne
Division of Water Quality
Charles Wakild, P E
Director
December 4 2012
Dee Freeman
Secretary
Subject NPDES General Permit NCG050000
Certificate of Coverage NCGO50237
ROLkTenn CP LLC
I-orincrly Smui tit -Stone. Container Corp
rorsvth County
Division personnel received your request to revise your stornnvater permit Certificate, of Coverage to
accurately reflect your new company and facility name
Please find enclosed the revised Certificate of Coverage I he terms and conditions contained in the
General Permit remain unchanged and in full effect This revised Certificate of Coverage, is issued under
the requirements of North Carolina General Statutes 143-215 1 and the Memorandum of Agreement
between North Carolina and the U S Environmental Piotection Agency
If you have any questions, please contact the Stormwater Permitting Unit at 919-807-6300
Sincerely,
ORIGINAL SIGNED 13)
KEN PICKLE
for Charles Wakild, P C
CL Mooie�ville Regional Office
Central flies
Stormwater Permitting Unit
Nlellands and Stormwater Branch
1617 Mail Service Center Ralegg North Carolina 27699 1617
Location 512 N Salisbury St Raleigh North Carolina 27604-
Phone 9IM07 63001 FAX 91M07 6494 l Customer Service 1 877-623-6748
Internet www ncwarerquality org
One
NorthCarollna
;Vatilrallry
An Equal Opportunity 1 P.ffirmatwe Action Employer

STATE OF NORTH CAROLINA
DEPARTMEN 1017 ENVIRONMENT AND NAI URAL RESOURCES
DIVISION 01- WATER QUALITY
GENERAL PERMIT NO NCG050000
CERTIFICATE OF COVERAGE No NCC050237
S I ORMWAI ER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215 1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission,
and the federal Water Pollution Control Act, as amended,
Rock I cnn Cp LLC
is hereby authorised to discharge storm -water from a facility located at
RockTenn Cp LLC
8080 North Pointe Blvd
Wintiton-Salem
I'orsyth County
to receiving waters designated as the Winston-Salem MSSS to Manaicas Cretk, a class C, wattrbody in
the Yadkin -Pee Die, River Basin in accordance with the effluent limitations, monitoring; requutments,
and other conditions set forth in Parts 1, 11, III, 1V, V and VI of General Permit No NCG050000 as
attached
I his certificate of coverage shall become effective December 4, 2012
I his Certificate of Coverage shall remain in effect for the duration of the General Permit
Signed this day Decenibei 4 2012
for
ORIGINAL SIGNED W
KEN PICKLE
Charles Wakild, P E , Director
Division of Water Quality
By Authority of the Environmental Management Commission

`o�oF W A rFRQG Beverly Eaves Perdue Governor
�q F Die Freeman, Secretary
North Carolina Department of Environment and Natural Resources
a
Coleen It Sullins Director
Dnision of Water Quality
SURFACE WATER PROTECTION SECTION
PERMIT NAME/OWNERSHIP CHANGE FORM
I Please enter the permit number for which the change is requested
NPDES Permit (or) Certificate of Coverage
N I C I S 10 1 1 1 1 1 1 1 N I C I G 10 15 10 2 3 7
II Permit status prior to requested change
a Permit issued to (company name) SMURFIT-STONE CONTAINER CORPORATION
b Person legally responsible for permit TOM PEDINE
First M I Last
12 BUSINESS UNIT GENERAL MANAGER
v Title
8080 NORTH POINTE BLVD
JUL 1 5 2011
Permit Holder Mailing Address
WINSTON-SALEM NC 27106
)ENR - W—A-M
MUMS
Branch
City State Zip
336-759-7821 ( )
Phone Fax
c
Facility name (discharge)
SMI AF17 -STONE CONTAINER CORP
d
Facility address
8080 NORTH POINTE BLVD
Address
WINSTON-SALEM NC 27106
City State Zip
e
Facility contact person
Charles Little 336-759-7821
First / MI / Last Phone
III Please provide the following for the requested change (revised permit)
a
Request for change is a result of
X Change in ownership of the facility
X Name change of the facility or owner
If other please explain
b
Permit issued to (company name)
RockTenn CP, LLC
c
Person legally responsible for permit
Tom Pedine
First MI Last
BUSINESS UNIT GENERAL MANAGER
Title
8080 NORTH POINTE BLVD
Permit Holder Mailing Addiess
WINSTON-SALEM NC 27106
City State Zip
336-759-7821 clitt1e2@SMURFIT COM
Phone E-mail Address
d
Facility name (discharge)
RockTenn CP, LLC
e
Facility address
8080 NORTH POINTE BLVD
Address
WINSTON-SALEM NC 27106
City State Zip
f
Facility contact person
CHARLES LITTLE
First M1 Last
336-759-7821 chttle2oaSMURFIT COM
Phone E mail Address
Revised 812008

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2of2
IV Permit contact information (if different from the person legally responsible for the permit)
Permit contact CHARLES LITTLE
First MI Last
ENVIRONMENTAL COORDINATOR
Title
8080 NORTH POINTE BLVD
Mailing Address
WINSTON-SALEM NC 27106
City State Zip
336-759-7821 chttle2QaSMURFIT COM
Phone e E-mail Address
V Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change"
X Yes
❑ No (please explain)
VI Required Items THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING
X This completed application is required for both name change and/or ownership change
requests
X Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request Articles of incorporation are
not sufficient for an ownership change SEC FORT,-, ZC�
f4c^�e—c(.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request For a name change request, the signed
Applicant's Certification is sufficient
PERMITTEE CERTIFICATION (Permit holder prior to ownership change)
I, 1A) i t✓ , attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge 1 understand that if
all required parts of this application are not completed and that if all required supporting information is not
included, this application package will be returned as incomplete
qAAA6� Ca Z 2——1
ature Date
APPLICANT CERTIFICATION
I, IZicky+ b Mc.:TY1+-j_S4n . , attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge I understand that if
all required parts of this application are not completed and that if all required supporting information is not
included, this application package will be returned as incomplete
16isXM1Z>(_ (9 —?,0 11
Signature Date
PLEASE SEND THE COMPLETE APPLICA PION PACKAGE TO
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 7/2008

Rc&Tenn Company - SEC Filings Page 1 of 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D C 20i49
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) May 27, 2011
Rock -Tenn Compan}
(Exact name of registrant as specified in its charter)
Georgia 001-12613 62-0142590
(State or other jurisdiction (Commission (IRS Emplo%er
of incorporation) File Number) Identification No )
504 Thrasher Street 30071
Norcross, Georgia
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code [phone]
(]Former name or former address, if changed since last report )
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 follo A ing prole isions
❑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 425)
❑ Soliciting material pursuant to Rule l4a-l2 under the Exchange Act (17 CFR 240 14a-12)
0—Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240 14d 2(b))
❑ Pre-commencerrient communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240 13e-4(c))
i,"� 11 1, ^r%rnnrarp_,r of t/nhnemx zhtml?c=91009&p=irol-secText&TEXT=aHROcDovL2lyLm]u 6/17/201 l

RockTenn Company - SEC Fi1mgs Page 2 of 10
INTRODUCTORY NOTE
On May 27, 2011, Rock -Term Company ("RockTenn') completed its acquisition of Smurfit Stone Container Corporation
(' Smurfit -Stone") through the merger (the' Merger ) of Smurfit -Stone with and into San? Acquisition, LLC ( Met ger Sub ), a
wholly owned limited liability company subsidiary of RockTenn As a result of the Merger the separate corporate existence of
Smurfit -Stone ceased and Merger Sub is continuing as the sunvwing entity of the Merger and a wholly owned subsidiary of
RockTenn under the name "RockTenn CP, LLC '
Item 101 Entry into a Material Definite a Agreement
Credit Agreement
On May 27, 2011, RockTenn entered into a Credit Agreement dated as of May 27 2011, by and among RockTenn, as borrower,
Rock -Tenn Company of CanadalCompagnie Rock -Tenn du Canada as Canadian Borrower ( Rock -Tenn Company of Canada ),
certain subsidiaries of RockTenn from time to time party thereto, as guarantors the lenders parry thereto Wells Fargo Bank
National Association, as administrative agent and collateral agent for the lenders, and Bank of America N A acting through its
Canada Branch, as Canadian administrative agent for the lenders (the `Credit Agreement ) The Credit Agreement provides for
(i) a $1 475 billion, 5-year resolving credit facility (it) a Tenn A $1 475 billion 5 year terin loan facility and (m) a Tenn B $750
million, 7-year tern loan facility The borrowings under the Credit Ab eement on the closing date of the Merger were used to
finance the Merger in part to repay outstanding indebtedness of Smurfit -Stone, to refinance RockTenn s existing ciedit facilities, to
pay for fees and expenses incurred in connection with the acquisition of Smurfit -Stone, and for other corporate purposes of
RockTenn and its subsidiaries
RockTenn may borrow amounts under the revoking credit facility to proside for working capital and general corporate requirements
of RockTenn and its subsidiaries including acquisitions permitted pui suant to the Credit Agreement Up to $250 million under the
revolving credit facility may be used for the issuance of letters of credit In addition up to $300 million of the revolving credit
facility may be used to fund borrowings in Canadian dollars Rock -Tenn Company of Canada, a wholly owned subsidiary of
RockTenn, is also a borroik er in tespect of the revolving credit facility
Interest and Commitment Fees
At the option of RockTenn, borrowings under the Credit Agreement bear interest at either a base rate or at the Condon Interbank
Offered Rate ( `LIBOR'), plus, in each case, an applicable margin In addition, advances in Canadian dollars may be made by way
of purchases of bankers acceptances The applicable margins for borrowings outstanding under the revolving credit facility and
Tenn A term loan facility range from 1 50% to 2 25% for LIBOR -based borrowings and bankers' acceptance advances, and from
0 50% to 1 25% for base rate based borrow ings depending on RockTenn s leverage ratio then in effect Borrowings under the Tenn
B term loan facility have applicable margins of 2 75010 for LIBOR -based loans (with LIBOR to be no lower than 0 75oro) and 1 75%
for base rate -based loans RockTenn is required to pay fees in respect of outstanding letters of credit at a rate equal to the applicable
margin for LIBOR -based borrowings In addition, RockTenn is required to pay a commitment fee on the unused portion of the
revolving credit facility at a rate ranging from 0 25% to 0 35% per annum depending on RockTenn S letierage ratio then in effect
-- --Under the Credit Agieerneirt`RockTenn s leverage ratio is determined as described belo%k _
Guarantors
All obligations under the Credit Agreement are fully and unconditionally guaranteed by RockTenn c existing and future A holly -
owned U S subsidiaries including Smurfit -Stone s existing and future wholly -owned U S subsidiaries other than certain present
and future unrestricted subsidiaries and certain outer hinited exceptions In addition, the obligations of Rock Tenn Company of
Canada and certain other Canadian subsidiaries are guaranteed by RockTenn and all such ,kholly owned U S subsidiaries, as well as
by vFholly owned. Canadian subsidiares of RockTenn, other than certain present and future unrestricted subsidiaries and certain
other limited exceptions
" ' - -�-- ��+� 1_ 111-+/nl1nPn1x 7htinl'?c-91009&p=irol-secText&TEXT=aHROcDovL2lyLmlu 6/17/2011

RockTenn Company - SEC Flings Page 3 of 10
Covenants and Events of Default
The Credit Agreement contains certain prepayment requirements and customary affirmative and negaw. a covenants The negative
cotenants include covenants that, subject to certain exceptions, contain
limitations on liens and further negative pledges
limitations on sale -leaseback transactions
limitations on (t) debt and (n) prepayments redemptions or repurchases of certain debt and equity
limitations on mergers and asset sales
limitations on sales transfers and other dispositions of assets
hinitations on loans and certain other investments
limitations on restrictions affecting subsidiaries
limitations on transactions v+ith affiliates
inmtations on changes in (i) the nature of business (n) accounting policies or (iii) fiscal penod,5,
limitations on speculative hedge transactions, and
iestrictions on modification or k aiver of material documents in a manner materially adverse to the lenders
In addition, the Tenn A term loan and the ievolving ciedit facility include financial cov enants requiring that RockTenn maintain a
maximum total leverage ratio and minimum intetest co,, erage ratio The terms of the acquisition debt financing require it to maintain
a leverage ratio (the ratio of RockTenn s total funded debt less certain amounts of its unrestricted cash to Credit Agreement
EBITDA for the preceding four fiscal quarters) not greater than 3 75 to 1 00 for fiscal quarters ending from June 30, 2011 through
June 30, 2012, and not greater than 3 50 to 100 for fiscal quarters ending thereafter In addition RockTenn must matntain an
-` -interest coverage ratio (tlrte ratio of Credit Agreement-E$1 fDA-for the -preceding -four -fiscal quarters tsz>t cs ash interest expense for _
such period) not less than 3 50 to 1 00 for any fiscal quarters ending on or after September 30 2011 `Credit Agreement EBITDA"
is calculated in accordance kith the definition contained in our Credit Agreement Credit Agreement E$ITDA is generally defined
as consolidated net income of RockTenn for any fiscal period plus the following to the extent deducted in determining such
consolidated net income (i) consolidated interest expense (n) consolidated tax expenses (in) depreciation and amortization
expenses (iv) financing expenses and ATite-offs, remaining portions of original issue discount on prepayment of indebtedness,
prepayment piemiums and commitment fees (v) inventory expenses associated kith the A Ate up of Smurfit -Stone inventory
acquired in the merger and other permitted acquisitions, (v i) all other non -cash charges (vu) all legal, accounting and professional
advisory expenses incurred in respect of the Merger and other permitted acquisitions and related financing tiansactions, (vii) certain
expenses and costs incurred in connection with the Merger and synergies associated with the Merger restructuring charges and
certain other chaiges and expenses subject to certain limitations specified in the Credit Agreement and (v iti) certain other charges
and expenses unrelated to the Merger subject to certain specified limitations in the Credit AD cement
The credit facilities also contain certain customary events of default including relating to non-payment breach of representations
warranties or covenants, default on other material debt bankruptcy and insolvency ev ents my alidity or impairment of loan
documentation, collateral or subordination provisions change of control and customary ER1SA defaults The term £RISA 'means
the Employee Retirement income Security Act of 1974 as amended and the rules and regulations thereunder
The foregoing description of the Credit Agreement is not intended to be complete and is qualified in its entnety by reference to the
frill text of the Credit Agreement a copy of khich is filed as Exhibit 10 1 hereto and incorporated lieiein by reference
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RockTenn Company - SEC Filings page 4 of 10
Recenables Faciliq
In connection with the Merger Rock -Tenn Financial Inc, a wholly —owned substdiary of RockTenn has increased its recen ables
secuntization financing facility (the Receivables I`acihq') to a total amount of up to S625 mullion The Receivables Facility has
been amended to include the trade receivables of additional RockTenn subsidiaries including Rock Tenn CP LLC (formerly
Smurfit -Stone) In addition the maturity date of the Receivables Facility has been extended until the third anniversary of the Merger
closing Proceeds borrowed tinder the Receivables Facility by Rock Tenn Financial Inc have been used to purchase receivables
from certain RockTenn subsidiaries, including Rock Tenn CP LLC (the Originators') Because the financing costs tender the
Receivables Facility are less than time financing costs under the revolving credit facility proceeds recen ed from the sale of the
receivables by the Originators have been used to fund a portion of the Merger repayment of certain existing indebtedness, and
related costs and expenses
The Receivables Facility also contains certain customary amortization events, including events relating to non-payment breach of
representations a arranties or covenants default on other material debt, bankruptcy and msohv ency ev ents performance criteria of
the receivables, invalidity or impairment of facility documentation, change of control and customary ERISA defaults
The foregoing description of the Receivables Facility is not intended to be complete and is qualified in its entirety by reference to
the full teat of the Fourth Amended and Restated Credit and Security Agreement, a copy of which is filed as Exhibit 10 2 hereto and
incorporated herein by reference -
Fourth Supplemental Indenture
Under the terms of the Indenture dated as of March 5 2008 (as amended and supplemented the `Indenture") between RockTenn,
the guarantors party thereto and HSBC Bank USA National Association as Trustee (the Trustee"), and in connection with the
Merger and the Credit Agreement certain subsidiaries of RockTenn and Smurfit -Stone were required to become guarantors under
the Indenture Accordingly on May 27 2011, RockTenn CP LLC stock -Tenn XLS LLC Stone Global, Inc (collectively the
`New Guarantors'), RockTenn and the Trustee executed a supplemental indenture pursuant to which the New Guarantors agreed to
be bound by all of the provisions of the Indenture applicable to a guarantor and to perform all of the obligations and agreements of a
guarantor under the Indenture
Item 102 Termination of a Material Definitive Agreement
On May 27, 2011 at the effective time of the Merger, in connection a ith RockTenn s entry into the Credit Agreement described
under Item 1 01 of thie Current Report on Form 8-K RockTenn ternminated its existing credit as eemeriL dated as of March 5, 2008,
among Rock Tenn Company as Borrower Rock -Tenn Company of Canada, as the Canadian Borrowei, certain subsidiaries of time
Borrov+er from time to time party thereto as Guarantors, the lendet s party thereto, Wells Fargo Bank rational Association
(formerly Wactiovia Bank National Association), as Administrative Agent and Collateral Agent, and Bank of 4menca N A acting
through its Canada Branch as Canadian Agent as amended (the `Terminated Credit Facility ) following the payment in full of
all outstanding indebtedness corder the Terninated Credit Facility There were no material early termination penalties incurred as a
result of the termination of the Terininated Credit Facility
On May 27 2011, at the effective time of the Merger, in connection with RockTenn s entry into time re rr d eernen escribed —
under Item 1 01 of the Current Report on Form 8 K. Smurfit -Stone terminated its existing credit agreernent. dated as of February 22,
2010 among Smurfit -Stone Container Corporation and Smurfit -Stone Container Enterprises, Inc as Borrowers J P Morgan Chase
Bank N A , as administrative agent and other lenders party thereto (time `Terminated Smurfit -Stone Credit Faciliq ') and its
ABL Credit Agreement dated as of April 15, 2010 among Smurfit Stone Container Corporanon, Smurfit -Stone Container
Enterprises, Inc and certain of its subsidiaries as Borrowers, Deutache Bank AG New York Branch, as Administratn a Agent and
Security Agent and other lenders patty thereto (tame Terminated 43L Credit Facility 'and together with the Terminated Smurfit -
Stone Credit Agi cerement, the Terminated Smurfit -Stone Credit Facilit) '), following the payment in full of all outstanding
indebtedness under the Terminated Smurfit Stone Credit Facilities There were no material early termination penalties incurred as a
result of the tenmmination of the Terminated Smurfit -Stone Credit Facilities
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RockTenn Company - SEC Filings Page 5 of 10
Item 2 01 Completion of Acquisition or Disposition of Assets
On May 27, 2011, pursuant to the previously announced Agreement and Plan of Merger (the "Merger Agreement) dated as of
January 23, 2011, by and among RockTenn Smurfit -Stone and Merger Sub the merger of Smurfit -Stone with and into Merger Sub
was consummated kith Merger Sub surviving the merger The Merger was consummated following the approval and adoption of
the Merger Agreement by Smurfit -Stone stockholders and the approval by RockTenn shareholders of the issuance of shares of
RockTenn Class A common stock, par value $0 01 per share, to Smurfit -Stone stockholders pursuant to the Merger Agreement In
connection with the consummation of the Merger Merger Sub changed its name to RockTenn CP LLC
Under the tennis of the Merger Agreement, each share of Smurfit -Stone common stock par value $0 001 issued and outstanding
immediately prior to the effective time of the Merger (except for shares of Smurfit -Stone common stock owned by RockTenn
Merger Sub or Smurfit Stone, to each case other than in a fiduciary capacity, and except for dissenting shares) was cancelled and
converted into the right to receive (a) $17 00 in cash and (b) 0 30605 of a share of RockTcnn Class A common stock, par value
$0 01 per share (collectively, the "Merger Consideration ) Smurfit -Stone stockholders will receive cash for any fractional shares of
RockTenn Class A common stock (rounded to the nearest cent) which they might otherwise receive in the Merger
In addition at the effective time of the Merger each outstanding option to purchase Smurfit -Stone common stock under Smurfit -
Stone s equity -based compensation plans vas assumed by RockTenn and converted into an option to purchase a number of shares of
RockTenn common stock (an Assumed Stock Option') equal to the product of (i) the number of shares of Smut -Stone common
stock subject to the option and (n) the Equity Award Exchange Ratio (as defined below), rounded down to the nearest whole share
The per shai a exercise price for RockTenn common stock issuable upon the exercise of such Assumed Stock Option is equal to
(i) the per shat a exercise price of Smurfit -Stone common stock at which the option was exercisable immediately prior to the
effectri e tinie of the Merger divided by (u) the Equity Award Exchange Ratio rounded up to the nearest %hole cent Except as set
forth above each Assumed Stock Option is subject to the Same teens and conditions as were applicable to the corresponding option
to pwcbase Smurfit -Stone common stock immediately prior to the effective time of the Merger, provided, that each outstanding
option granted prior to the date of the Merger Agreement has automatically vested and become exercisable as of the effective time of
the Merger as contemplated by Smut fit -Stone s stock plans and each outstanding option granted on or after the date of the Merger
Agreement continues to vest in accordance A ith its normal vesting schedule The "Equity Award Exchange Ratio" is the sum of
(x) 0 30605 and (y) the quotient of S 17 50 divided by the average rounded to the nearest one ten thousandth, of the closing sale
prices of RockTenn Class A common stock on the New York Stock Exchange (the "NYSE') as reported by The Wall Street Journal
for the fii e full NYSE trading days immediately preceding, but not including, the date on which the Merger became effective
The restrictions on each Smurfit -Stone restricted stock unit au and with respect to shares of Smurfit -Stone common stock that w ere
outstanding at the effective time of the Merger and that wet a granted prior to the date of the Merger Agreement lapsed at the
effective time of the Merger and each such restricted stock unit award has been converted into the right to receive with respect to
each share of Smurfit -Stone common stock underlying such restricted stock unit av, and the Merger Consideration on the same terms
as other shares of Smurfit -Stone common stock subject to certain specified tax withholdings In addition at the of ecme time of the
Merger, certain Smurfit -Stone i estneted stock unit aw ards that vvere outstanding immediately prior to the effective time of the
Merger and that tiN ere granted on or after the date of the Merger Agreemeut were cony cried into a restricted stock unit award, on the
_ � -ame terns and conditions applicable to such Smurfit Stone restricted stock unit au and inntnediately prior to the effective time of the
Merger (including applicable vesting requirements), with i espect to a number of shares of that is equal to -
the number of shares of Smurfit -Stone common stock subject to the award prior to the effective time of the Merger multiplied by the
Equity Award Exchange Ratio rounded to the nearest whole share
With respect to shares of Smurfit -Stone common stock that ha-, a been reser-,ed in accordance with Smurfit Stone s loins Plan of
Reorganization for Smurfit -Stone Container Corporation and. its Debtor Subsidiaries and Plau of Compromise and Arrangement for
Smurfit -Stone Container Canada Inc and Affiliated Canadian Debtors as
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RockTenn Company - SEC Filings Page 6 of 10
amended (the `Plan of Reorganization }, and the related confirmation order RockTenn deposited the cash portion of the Nicreer
Consideration A ith the disbursing a;ent named in the Plan of Reorganization and has reserved a sufficient number of shares of
common stock to delis er the common stocl, component of the Merger Consideration in accordance with the conversion of such
Smurfit -Stone common stock resen ed under the Plan of Reorganization
The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger
Agreement, %N hich is attached as Exhibit 2 1 on RockTenn's Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 24, 2011 and incorporated herein by reference
Item 2 03 Creation of a Direct Financial Obligation or an Obligation under an Off -Balance Sheet Arrangement of a
Registrant
The information included pui suant to Item 1 01 is incorporated by reference into this Item 2 03
Item 5 02 Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers,
Compensatory Arrangements of Certain Officers
In connection with the Merger described in Item 2 01 of this Current Report on Form 8-K and pursuant to the terms of the Merger
Agreement, the Board of Directors of Rock -Tenn (the ` RockTenn Board ) increased the RockTenn Board from ten to thirteen
members, effective as of the effective time of the Merger The RockTenn Board also appointed three former directors of Smurfit
Stone Timothy 3 Bernlohr, Terrell K Crevv, s and Ralph F Hake as members of the RockTcnn Board The class of directors in
which'M4essrs Bemolohr, Hake and Crews have been appointed. have terms expiring in 2012, 20) 3 and 2014, respectively Any
duector appointed by the board to fill a v acancy must stand for re-election at the next annual meeting of shareholders after his or her
appointment to the board even if that class of directors is not subject to election in that year Accordingly, the three Smurfit -Stone
designees v gill stand for re-election at the next am7ual meeting of the RockTenn shareholders
The appointed directors w ill be compensated for their services on the RockTenn Board in the same manner as the other RocUenu
board inembers
item 5 07 Submission of Matters to a Vote of Security Holders
On May 27 2011, RockTenn Company held a special meeting of shareholders in order to vote upon the following matters
(i) a proposal to approve the issuance of shares of RockTenn Class A common stock to Smurfit Stone stockholders pursuant to the
Merger Agreement, and
(u) to approve the adjournment of the special meeting for any purpose, including to solicit additional proxies if there are insufficient
votes that the time of the special meeting to approve the proposal described abo%e
RockTenn shareholders approved both matters The following is a summary of the voting results for each matter presented to the
shareholders
Issuance of RockTenn Common Stock
FOR AGAINST ABSTAIN BROKER NON -VOTES
33 6--)3 021 39 621 6 786 0
Adjoumment of the Special Meeting
FOR AGAINST ABSTAIN 13ROKF-R NON VOTES
31 382 312 2310,057 7 059 0
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R&Uenn Company - SEC Ftlmgs Page 7 of 10
item S O1 Other Eeents
On May 27, 2011, RockTenn and Smurfit -Stone issued a Joint press release announcing (i) that RockTenn shareholders had
approved the issuance of shares of RockTenn common stock pursuant to the Merger Agreement (n) Smurfit Stone stockholders had
approved and adopted the Merger Agreement and (in) the completion of the Merger A copy of the press release is attached hereto as
Exhibit 99 1 and is incorporated herein by reference
Item 9 OI Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
(I) The audited consolidated balance sheets of Smurfit -Stone as of December 31, 2010 and December 31 2009, and the audited
consolidated statements of operations and consolidated statements of cash flows of Smurfit -Stone for the six months ended
December 31 2010 and June 30, 2010 and the years ended December 31 2009 and 2008, and the notes related thereto, are filed as
Exhibit 99 2 and incorporated herein by reference
(2) The unaudited consolidated balance sheets of Smurfit -Stone as of March 31 2011 and December 31, 2010 and the unaudited
statements of operations and condensed consolidated statements of cash flows for the three months ended March 31 2011 and
March 31, 2010, and the notes ielated thereto, are filed as Exhibit 99 3, and incorporated herein by reference
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined balance sheet as of December 31, 2010 the unaudited pro forma condensed
combined statements of income forthe three months ended December 31 2010 and the unaudited pi o forma condensed combined
statements of income for the fiscal year ended September 30, 2010 of RockTenn and Smurfit -Stone, and the notes related thereto
are filed as Exhibit 99 4 and incorporated herein by reference
(d) Exhibits
2 1 Agreement and Plan of Merger, dated as of January 23, 2011, by and among Rock -Tenn Company Sam Acquisition, LLC
and Smurfit -Stone Container Corporation (incorporated by reference to Exhibit 2 1 of RockTenn s Current Report on Form
S-K filed on January 24, 2011)
10 1 Credit Agreement dated May 27, 2011, by and among RockTenn Company, as borrower, Rock -Tenn Company of
Canada/Compagnie Rock -Tenn du Canada as Canadian borrower, certain subsidiaries of RockTenn front time to time
party thereto as guarantors the lenders party thereto Wells Fargo Bank, National Association, as administrative agent and
collateral agent for the lenders, and Bank of Ainenca, N A, acting through its Canada Branch, as Canadian adininistrati^t e
agent for the lenders
0-2 —__ Fourih-Amended and Restated Credit and 5ec_unty Agreement, dated as of May 27 2011 among Rock -Tenn Financial,
Inc as Borrower, Rock Tenn Converting Company as Serricer the Lenders and Co -Agents froni tim" ego tWepa-
hereto, and Cooperatie�e Centrale Raiffeisen-Boerenleenbaiik B A Rabobank Ncdeiland' Ncv', York Branch, as
Administrative Agent and as Funding Agent
23 1 Consent of Ernst & Young LLP, independent registered public accounting firm of Smurfit Stone Containei Corporation
99 1 Joint Press Release of RockTenn and Smurfit -Stone dated May 27 2011
992 Audited consolidated balance sheets of Smurfit -Stone as of December 31 2010 and December 31 2009, and the audited
consolidated statements of operations and consolidated statements of cash floes of Smurfit -Stone for the six months ended
December 3l 2010 and June 30 2010 and the yeas s ended December 31, 2009 and 2008, and the notes related thereto
993 Unaudited consolidated balance sheets of Smurfit -Stone as of March 31 2011 and December 31 2010 and the unaudited
statements of operations and condensed consolidated statements of cash floxa s for the three months ended March 31 2011
and March 31 2010 and the notes related thereto
994 The unaudited pro fornia condensed combined balance sheet as of December 31 2010, the unaudited pro forma condensed
combined statements of income for the three months ended December 11 2010 and the unaudited pro forma condensed
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RockTenn Company - SEC Filings
Page 8 of 10
combined statements of income for the fiscal year ended September 30 2010 of RockTenn and Smurfit -Stone and the
notes related thereto
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RockTenn Company - SEC Filings
Page 9 of 10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be sighed on its
behalf by the undersigned hereunto duly authonzed
Date May 27, 2011
ROCK-TENN COMPANY
(Registrant)
By /s/ Robert B McIntosh
Robert B McIntosh
Executive Vice -President, General Counsel and. Secretary
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RockTenn Company - SEC Filings
Page 10 of 10
Exhibit Index
2 1 Agreement and Plan of Merger dated as of lanuary 21, 2011, by and among Rock -Tenn Company Sam Acquisition LLC
and Smurfit -Stone Container Corporation (incorporated by reference to Exhibit 2 1 of RockTenn's Current Report on Forth
8 K filed on January 24 2011)
101 Credit Agreement, dated May 27, 2011, by and among RockTenn Company, as borrower Rock -Tenn Company of
Canada/Compagme Rock -Tenn du Canada as Canadian borrower, certain subsidiaries of RockTenn from time to time
parry thereto, as guarantor s, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent and
collateral agent for the lenders and Bank of America, N A acting through its Canada Branch as Canadian administrate e
agent for the lenders
102 Fourth Amended and Restated Credit and Security Agreement dated as of May 27 2011 among Rock -Tenn Financial,
Inc as Borrower, Rock -Tenn Converting Company, as Set � racer, the Lenders and Co -Agents fiom time to time party
hereto, and Cooperatieve Centrale Rai ffeisen-Boerenleenbank B A ,"Rabobank Nederlana New York Branch as
Adminnstratne Agent and as Funding Agent
23 1 Consent of Ernst & Young LLP, independent registered public accounin g firm of Rock -Tenn Compan)
99 1 Joint Press Release of RockTenu and Smurfit -Stone dated May 27, 2011
992 Audited consolidated balance sheet-, of Smurfit -Stone as of December 31, 2010 and December 31, 2009, and the audited
consolidated statements of operations and consolidated statements of cash flows of Sinurfzt-Stone for the six months ended
December 31, 2010 and June 30 2010, and the years ended December 31, 2009 and 2008, and the notes related thereto
993 Unaudited consolidated balance sheets of Sinurfit-Stone as of March 31, 2011 and December 31, 2010 and the unaudited
statements of operations and condensed consolidated statements of cash flows for the three rnonths ended March 31 2011
and March 3l 2010 and the notes related thereto
994 The unaudited pro forma condensed combined balance sheet as of December 31, 2010 the unaudited pi o forma condensed
combined statements of income for the three months ended December 31, 20I0 and the unaudited pro forma condensed
combined statements of income for the fiscal year ended September 30, 2010 of RockTenn and Smurfit -Stone and the
notes related thereto
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f
RMAYWIF
'i-i A
NC®ENR
North Carolina Department of Environment and
Division of Water Quality
Beverly Eaves Perdue Coleen H Sullins
Governor Director
September 27, 2010
TOM PEDINE
BUSINESS UNIT GENERAL MANAGER
SMURF"IT-STONE CONTAINER CORPORATION
8080 NOR] H POINT BLVD
WINSTON SALEM NC 27106
Dear Mr Pedme
Natural Resources
Dee Freeman
Secretary
Subject NPDES General Permit NCGO50000
Certificate of Coverage NCGO50237
Smurfit -Stone Container Corporation
Formerly Smurfit -Stone Container
Enterprises, Inc
Forsyth County
On August 18, 2010, Division personnel received your request to revise your stormwater permit
Certificate of Coverage to accurately reflect your new company and facility name
Please find enclosed the revised Certificate of Coverage The terms and conditions contained in the
General Permit remain unchanged and in full effect This revised Certificate of Coverage is issued under
the requirements of North Carolina General Statutes 143-215 1 and the Memorandum of Agreement
between North Carolina and the U S Environmental Protection Agency
If you have any questions, please contact the Stormwater Permitting Unit at 919-807-6300
cc DWQ Central Files
Mooresville Regional Office
Stormwater Permitting Unit
Charles Little, Smurfit -Stone
NC 27106
Sincerely,
ORIGINAL SIGNED BY
CKLE
Coleen� �u� ins
Container Corporation, 8080 North Point Blvd, Winston-Salem,
Wetlands and Stormwater Branch
1617 Mad Service Center Raleigh North Carolina 27699 1617
Location 512 N Salisbury St Raleigh North Carolina 27604
Phone 91 U07 63001 FAX [phone] Customer Service 1.877.623 6748
Internet www ncwaterquality crg
One
NorthCal ohna
Naturally
An Equal Opportunely � Affumative Artion Employer

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO NCG050000
CER'I IFICATE OF COVERAGE No NCG050237
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215 1, other lawful standards
and regulations promulgated and adopted by the North Carolina Environmental Management
Commission, and the Federal Water Pollution Control Act, as amended,
Smurfit -Stone Container Corporation
is hereby authorized to discharge stormwater from a facility located at
Smurfit -Stone Container Corporation
8080 North Point Blvd
Winston-Salem
Forsyth County
to receiving waters designated as the Winston-Salem MSSS to Manarcas Creek, a Class C stream, in the
Yadkin — Pee Dee River Basin in accordance with the effluent limitations, monitoring requirements. and
other conditions set forth in Parts 1, II, III, IV, V and VI of General Permit No NCG050000 as attached
This certificate of coverage shall become effective September 27, 2010
This Certificate of Coverage shall remain in effect for the duration of the General Permit
Signed this day September 27, 2010
ORIGINAL SIGNED BY
KEN PICKLE
for Coleen H Sullins, Director
Division of Water Quality
By Authority of the Environmental Management Commission

C
Permit NCGO50237
SOC
County Forsyth
Region Winston Salem
Compliance Inspection Report
Effective C5101103 Expiration 04/30/08 Owner Smurfit Stone Container Enterprises Inc
Effective Expiration Facility Jefferson Smurfit Corp Forsyth
8080 N Point Blvd
Contact Person Dave Galasso
Directions to Facility
Primary ORC
Secondary ORC(s)
On Site Representative(s)
Related Permits
Inspection Date 05/01/2007
Primary Inspector Rose Pruitt
Secondary Inspector(s)
Entry Time 09 00 AM
Winston Salem NC 27106
Phone [phone]
Certification
Exit Time 10 0C AM
Phone
Phone [phone]
Reason for Inspection Follow up Inspection Type Stormwater
Permit Inspection Type Apparel/PrirtinglPaper/Leather/Rubber Stormwater
Discharge COG
Facility Status Q Compliant ❑ Not Compliant
Question Areas
■ Storm Water
(See attachment summary)
Page 1

Permit NCG060237 Owner Facility Smurfit Stone Container Enterprises Inc
Inspection date 05101I2007 Inspection Type Stormwater Reason for Visit Follow up
Inspection Summary
Followup SW inspection conducted by Andy Allen with City of Winston Salem Stormwater Division
Page 2

(itvof WiwA i-Sak-m
-- StormmfflUg RE otIVOfE
N C Dent ai FNR
DiNisiot' MAY 172007
ti
WInSton Satem
Regipnal of"ice
Industrial Surface Water Reinspection Form
Name of Facility Smurfit -Stone Container Corporation
Date 5/1/2007
Time 9 00 A M '� C C� u! o 2
Comments & Observations
1) A feasibility study and the Stormwater Division's information has been completed and incorporated
into Smurfit-Stone's SPPP
2) Facility insepctions are being documented and incorporated into SPPP
3) All reinspection compliance measures have been successfully completed
Facility representative(s) that attended reinspection Mr Bill Huff
Title(s) Environmental Compliance Coordinator
Signature(s) of City Stormwater Inspector
Title(s) Environmental Control Supervisor

Michael F Easley Governor
William G Ross Jr Secretary
North Carolina Department of Environment and Natural Resources
Alan W Klimek P E Director
Division of Water Quality
April 28, 2003
Production Manager
Jefferson Smurfit Corp -Forsyth
8080 North Point Blvd
Winston Salem, NC 27106
Subject NPDES Stormwater Permit Renewal
Jefferson Smurfit Corp -Forsyth
COC Number NCGO50237
Forsyth County
Dear Permittee
In response to your renewal application for continued coverage under general permit NCG050000, the
Division of Water Quality (DWQ) is forwarding herewith the reissued stormwater general permit This
permit is reissued pursuant to the requirements of North Carolina General Statute 143-215 1 and the
Memorandum of Agreement between the state of North Carolina and the U S Environmental Protection
Agency, dated December 6, 1983
The following information is included with your permit package
• A new Certificate of Coverage
• A copy of General Stormwater Permit NCGO50000
• A copy of the Analytical Monitoring Form (DMR)
• A copy of the Qualitativel Monitoring Form
• A copy of a Technical Bulletin for the general permit
Your coverage under this general permit is not transferable except after notice to DWQ The Division
may require modification or revocation and reissuance of the Certificate of Coverage This permit does
not affect the legal requirements to obtain other permits which may be required by the Department of
Environment and Natural Resources, or relieve the Permittee from responsibility for compliance with any
other applicable federal state, or local law, rule, standard, ordinance, order, judgment or decree
If you have any questions regarding this permit package please contact Aisha Lau of the Central Office
Stormwater and General Permits Unit at [phone], ext 578
Sincerely,
Bradley Bennett, Supervisor
Stormwater and General Permits Unit
cc Central Files
Stormwater & General Permits Unit Files
Winston-Salem Regional Office
N C Division of Water Quality 1617 Mail Service Center Raleigh NC 27699 1617 [phone]
NCDENR
Customer Service
1 800 623 7748

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO NCG050000
CERTIFICATE OF COVERAGE No NCG050237
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-2151, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
Jefferson Smurfit Corporation
is hereby authorized to discharge stormwater from a facility located at
Jefferson Smurfit Corp -Forsyth
8080 North Point Blvd
Winston Salem
Forsyth County
to receiving waters designated as the Winston-Salem MSSS to Manarcas Creek, a class C.
stream, in the Yadkin - Pee Dee River Basin in accordance with the effluent limitations,
monitoring requirements, and other conditions set forth in Parts I, II, III, IV, V, and VI of General
Permit No NCG050000 as attached
This certificate of coverage shall become effective May 1, 2003
This Certificate of Coverage shall remain in effect for the duration of the General Permit
Signed this day April 28, 2003
p r
for Alan W Klimek, P E , Director
Division of Water Quality
By Authority of the Environmental Management Commission

State of North Carolina
Department of Environment
and Natural Resources
Division of Water Quality
James B Hunt, Jr, Governor
Wayne McDevitt, Secretary
A Preston Howard, Jr, P E , Director
April 30, 1998
JERRY ALDERMAN
JEFFERSON SMURFIT CORP-FORSYTH
8182 MARYLAND AVENUE
ST LOUIS, MO 63105
hL19WA
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IL
D E N F1
Subject Reissued Stormwater General Permit for Certificate of Coverage No NCGO50237
Forsyth County
Dear Permittee
In response to your renewal application for continued coverage under the subject permit, the Division
of Water Quality (DWQ) is forwarding herewith the reissued stormwater general permit This permit
is reissued pursuant to the requtrements of North Carolina General Statute 143-215 1 and the
Memorandum of Agreement between North Carolina and the US Environmental Protection agency
dated December 6, 1983
The following information is included with your peanut package
■ A copy of the stormwater general permit
■ A Stormwater Pollution Prevention Plan Certification Form This form certifies that you have
developed and implemented the Stormwater Pollution Prevention Plan (SPPP) required in your
permit This form must be completed and returned to the Division within 30 days of receipt of
this letter DO NOT send the SPPP with the signed form
■ Five copies of Analytical Monitoring forms
■ Five copies of Qualitative Monitoring forms
■ A copy of a Technical Bulletin on the stormwater program which outlines program components
and addresses frequently asked questions
■ A corrected Certificate of Coverage if you indicated a name or address change on the Renewal
Form returned to the Division
Your certificate of coverage is not transferable except after notice to DWQ The Division of Water
Quality may require modification or revocation and reissuance of the certificate of coverage
This permit does not affect the legal requirements to obtain other permits which may be required by
DWQ or permits required by the Division of Land Resources, Division of Air Quality, Coastal Area
Management Act or any other Federal or Local governmental permits that may be required
If you have any questions concerning this permit or other attached documents, please contact the
Stormwater and General Permits Unit at telephone number [phone]
Sincerely,
toA Preston Howard, Jr , P E
P O Box 29535, Raleigh, North Carolina 27626-0535 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled/ 10% post -consumer paper

4 State of North Carolina
Department of Environment,
Health and Natural Resources
Division of Environmental Management
James B Hunt, Jr, Governor
Jonathan B Howes, Secretary
A Preston Howard, Jr, P E , Director
April 28, 1995
Dave Galasso
Jefferson Smurfit Corp
8182 Maryland Dr
Clayton, NC 63105
&4 0
ML
EDEHNR
Subject General Permit No NCG050000
Jefferson Smurfit Corp
COC NCG050237
Forsyth County
Dear Dave Galasso
In accordance with your application for discharge permit received on March 6, 1995, we are forwarding
herewith the subject certificate of coverage to discharge under the subject state - NPDES general permit This
permit is issued pursuant to the requirements of North Carolina General Statute 143-215 1 and the
Memorandum of Agreement between North Carohna and the US Environmental Protection agency dated
December 6, 1983
If any parts, measurement frequencies or sampling requirements contained in this permit are
unacceptable to you, you have the right to request an individual permit by submitting an individual permit
application Unless such demand is made, this certificate of coverage shall be final and binding
Please take notice that this certificate of coverage is not transferable except after notice to the Division
of Environmental Management The Division of Environmental Management may require modification or
revocation and reissuance of the certificate of coverage
This permit does not affect the legal requirements to obtain other permits which may be required by the
Division of Environmental Management or permits required by the Division of Land Resources, Coastal
Area Management Act or any other Federal or Local governmental permit that may be required
If you have any question concerntrig this permit, please contact MR ANTONIO EVANS at telephone
number 919E733-5083
Sincere l
�r,tgtnal Signed By
Ween H Sullins
A Preston Howard, Jr P E
cc Winston-Salem Regional Office
P O Box 29535 Raleigh, North Carolina 27626 0535 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled! 10% post -consumer paper

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT, HEALTH, AND NATURAL RESOURCES
DIVISION OF ENVIRONMENTAL MANAGEMENT
GENERAL PERMIT NO NCG050000
CERTIFICATE OF COVERAGE No NCG050237
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215 1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission and the
Federal Water Pollution Control Act, as amended,
Jefferson Smurfit Corporation
is hereby authorized to discharge stormwater from a facility located at
Jefferson Smurfit Corporation
8080 North Point Blvd
Winston-Salem NC
Forsyth County
to receiving waters designated as City of Winston-Salem, Forsyth County separate storm sewer to Monarcas Creek
in the Yadkin -Pee Dee River Basin
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III
and IV of General Peanut No NCG050000 as attached
This certificate of coverage shall become effective April 28, 1995
This Certificate of Coverage shall remain in effect for the duration of the General Permit
Signed this day April 28 1995
Gr ,r3;sa1 S,r;e�3y
�Ulli,t�
A Preston Howard, Jr , P E , Director
Division of Environmental Management
By Authority of the Environmental Management Commission

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