UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

Commission file number 1-13182

RIVERWOOD HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware		58-2205241
(State of incorporation)		(I.R.S. Employer Identification No.)

814 Livingston Court Marietta, Georgia 30067
(Address of principal executive offices)
(Zip Code)

(770) 644-3000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

At August 4, 2003, there were 7,049,180 shares and 500,000 shares of the registrant’s Class A and Class B common stock, respectively, outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

As used in this Form 10-Q, unless the context otherwise requires: ‘‘RIC’’ refers to the corporation formerly named Riverwood International Corporation; the ‘‘Predecessor’’ or the ‘‘Predecessor Company’’ refers to RIC and its subsidiaries in respect of periods prior to the 1996 Merger (as defined herein); the ‘‘Company’’ refers to the registrant, Riverwood Holding, Inc., a Delaware corporation (‘‘Riverwood Holding’’) and its subsidiaries; ‘‘RIC Holding’’ refers to RIC Holding, Inc., a Delaware corporation, successor by merger to RIC and a wholly-owned subsidiary of Riverwood Holding; and ‘‘Riverwood’’ refers to Riverwood International Corporation, a Delaware corporation formerly named Riverwood International USA, Inc. and a wholly-owned subsidiary of RIC Holding.

RIVERWOOD HOLDING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)

(unaudited)

	June 30, 2003			December 31, 2002
ASSETS
Current Assets:
Cash and Equivalents	$	4,167		$	13,757
Receivables, Net of Allowances	157,784			137,284
Inventories	174,042			174,383
Prepaid Expenses	11,874			8,566
Total Current Assets	347,867			333,990
Property, Plant and Equipment, Net of Accumulated Depreciation of $826,913 at June 30, 2003 and $777,047 at December 31, 2002	1,224,530			1,232,945
Goodwill	268,284			268,284
Patents, Licenses and Trademarks, Net of Accumulated Amortization of $25,913 and $24,029 at June 30, 2003 and December 31, 2002, respectively	41,347			42,844
Other Assets	78,673			79,609
Total Assets	$	1,960,701		$	1,957,672
LIABILITIES
Current Liabilities:
Short-Term Debt	$	96,621		$	98,696
Accounts Payable and Other Accrued Liabilities	196,099			180,652
Total Current Liabilities	292,720			279,348
Long-Term Debt, Less Current Portion	1,415,496			1,429,650
Other Noncurrent Liabilities	128,449			116,148
Total Liabilities	1,836,665			1,825,146
Contingencies and Commitments (Note 4)
Class A Redeemable Common Stock $120/share redemption value; 54,930 and 57,930 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively	6,591			6,951
SHAREHOLDERS’ EQUITY
Common Stock par value $.01 per Share;
Class A Common Stock, 9,000,000 shares authorized; 7,054,930 and 7,057,930 shares designated at June 30, 2003 and December 31, 2002, respectively; 7,000,000 shares of non-redeemable Common Stock issued and outstanding at June 30, 2003 and December 31, 2002	70			70
Class B Common Stock, 3,000,000 shares authorized; 500,000 shares of non-redeemable Common Stock issued and outstanding at June 30, 2003 and at December 31, 2002	5			5
Capital in Excess of Par Value	748,748			748,748
Accumulated Deficit	(531,286		)	(515,107		)
Accumulated Derivative Instruments Loss	(5,667		)	(6,135		)
Minimum Pension Liability Adjustment	(71,304		)	(71,304		)
Cumulative Currency Translation Adjustment	(23,121		)	(30,702		)
Total Shareholders’ Equity	117,445			125,575
Total Liabilities and Shareholders’ Equity	$	1,960,701		$	1,957,672

See Notes to Condensed Consolidated Financial Statements.

RIVERWOOD HOLDING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(In thousands of dollars)

(unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2003			June 30, 2002			June 30, 2003			June 30, 2002

Net Sales	$	338,607		$	334,428		$	636,633		$	625,612
Cost of Sales	276,290			259,817			516,179			493,672
Selling, General and Administrative	30,832			31,610			60,702			59,225
Research, Development and Engineering	1,903			1,145			3,370			2,461
Other Expense (Income), Net	389			1,610			2,266			(861		)
Income from Operations	29,193			40,246			54,116			71,115
Loss on Early Extinguishment of Debt	—			(11,509		)	—			(11,509		)
Interest Income	107			613			210			1,068
Interest Expense	(33,818		)	(38,369		)	(67,798		)	(77,429		)
(Loss) before Income Taxes and Equity in Net Earnings of Affiliates	(4,518		)	(9,019		)	(13,472		)	(16,755		)
Income Tax Expense	2,398			998			3,414			1,093
Equity in Net Earnings of Affiliates	503			332			707			446
Net (Loss)	(6,413		)	(9,685		)	(16,179		)	(17,402		)
Other Comprehensive Income (Loss)
Derivative Instruments Gain (Loss), Net of Tax of $0	725			(612		)	468			538
Foreign Currency Translation Adjustments, Net of Tax of $0	6,074			10,642			7,581			9,514
Comprehensive Income (Loss)	$	386		$	345		$	(8,130	)	$	(7,350	)

See Notes to Condensed Consolidated Financial Statements.

RIVERWOOD HOLDING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(unaudited)

	Six Months Ended
	June 30, 2003			June 30, 2002
Cash Flows from Operating Activities:
Net (Loss)	$	(16,179	)	$	(17,402	)
Noncash Items Included in Net (Loss):
Depreciation and Amortization	62,029			64,688
Loss on Early Extinguishment of Debt