---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | ----------------------------------------------------------------------------------------

|o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | -----------------------------------------------------------------------------------------

For Quarter Ended June 30, 2003
Commission File Number 0-11951

JSCE, Inc.(Exact name of registrant as specified in its charter)

Delaware

37-1337160(State or other jurisdiction of
incorporation or organization)

(IRS Employer Identification No.)150 North Michigan Avenue, Chicago, Illinois

60601(Address of principal executive offices)

(Zip Code)


(312) 346-6600(Registrant's telephone number, including area code)

Not Applicable(Former name, former address and former fiscal year, if changed since last report)

Indicate
by check mark whether the registrant (1) has filed all reports required 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 ý    No o

Indicate
by check mark if the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o    No ý

APPLICABLE ONLY TO CORPORATE ISSUERS:

As
of June 30, 2003, the registrant had outstanding 1,000 shares of common stock, $.01 par value per share, all of which are owned by Smurfit-Stone Container Corporation.

---

---

---



PART IFINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

JSCE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

|                                       |                                                                                                                                | Three months ended
June 30,                                                                      |     | Six months ended
June 30, |   
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------ | --- | ------------------------- | --
|
|
|Net sales                              |                                                                                                                                | $                                                                                                | 930 |                           | $ 
|Costs and expenses                     |                                                                                                                                |                                                                                                  |     |                           |   
|                                       | Cost of goods sold                                                                                                             |                                                                                                  |     | 814                       |   
|                                       | Selling and administrative expenses                                                                                            |                                                                                                  |     | 80                        |   
|                                       | Restructuring charges                                                                                                          |                                                                                                  |     | 1                         |   
|                                       | Loss (gain) on sale of assets                                                                                                  |                                                                                                  |     | 1                         |   
|                                       |                                                                                                                                |                                                                                                  |     |                           |   
|                                       |                                                                                                                                | Income from operations                                                                           |     |                           | 34
|Other income (expense)                 |                                                                                                                                |                                                                                                  |     |                           |   
|                                       | Interest income from SSCC                                                                                                      |                                                                                                  |     | 20                        |   
|                                       | Interest expense                                                                                                               |                                                                                                  |     | (25                       | ) 
|                                       | Loss on early extinguishment of debt                                                                                           |                                                                                                  |     | (2                        | ) 
|                                       | Other, net                                                                                                                     |                                                                                                  |     |                           |   
|                                       |                                                                                                                                |                                                                                                  |     |                           |   
|                                       |                                                                                                                                | Income from continuing operations before income taxes and cumulative effect of accounting change |     |                           | 27
|Provision for income taxes             |                                                                                                                                |                                                                                                  | (8  | )                         |   
|                                       |                                                                                                                                |                                                                                                  |     |                           |   
|                                       |                                                                                                                                | Income from continuing operations before cumulative effect of accounting change                  |     |                           | 19
|Discontinued operations                |                                                                                                                                |                                                                                                  |     |                           |   
|                                       | Income from discontinued operations net of income tax provisions of $1 and $2 for the three and six months ended June 30, 2002 |                                                                                                  |     |                           |   
|                                       |                                                                                                                                |                                                                                                  |     |                           |   
|                                       |                                                                                                                                | Income before cumulative effect of accounting change                                             |     |                           | 19
|Cumulative effect of accounting change |                                                                                                                                |                                                                                                  |     |                           |   
|                                       | Asset retirement obligations, net of income tax benefit of $2                                                                  |                                                                                                  |     |                           |   
|                                       |                                                                                                                                |                                                                                                  |     |                           |   
|                                       |                                                                                                                                | Net income                                                                                       |     | $                         | 19
|                                       |                                                                                                                                |                                                                                                  |     |                           |   

See
notes to consolidated financial statements.

1

---

JSCE, INC.

CONSOLIDATED BALANCE SHEETS

|(In millions, except share data)               |                                                                                         | June 30,
2003                      |                                      | December 31,
2002 |    
|---------------------------------------------- | --------------------------------------------------------------------------------------- | ---------------------------------- | ------------------------------------ | ----------------- | ---
|
|Assets                                         |                                                                                         |                                    |                                      |                   |    
|Current assets                                 |                                                                                         |                                    |                                      |                   |    
|                                               | Cash and cash equivalents                                                               |                                    | $                                    | 14                |    
|                                               | Accounts receivable, less allowances of $10 in 2003 and $11 in 2002                     |                                    |                                      | 370               |    
|                                               | Inventories                                                                             |                                    |                                      |                   |    
|                                               |                                                                                         | Work-in-process and finished goods |                                      |                   | 102
|                                               |                                                                                         | Materials and supplies             |                                      |                   | 125
|                                               |                                                                                         |                                    |                                      |                   |    
|                                               |                                                                                         |                                    | 227                                  |                   |    
|                                               | Deferred income taxes                                                                   |                                    |                                      | 4                 |    
|                                               | Prepaid expenses and other current assets                                               |                                    |                                      | 16                |    
|                                               |                                                                                         |                                    |                                      |                   |    
|                                               |                                                                                         |                                    | Total current assets                 |                   |    
|Net property, plant and equipment              |                                                                                         |                                    | 1,419                                |                   |    
|Timberland, less timber depletion              |                                                                                         |                                    | 2                                    |                   |    
|Goodwill                                       |                                                                                         |                                    | 187                                  |                   |    
|Notes receivable from SSCC                     |                                                                                         |                                    | 586                                  |                   |    
|Other assets                                   |                                                                                         |                                    | 141                                  |                   |    
|                                               |                                                                                         |                                    |                                      |                   |    
|                                               |                                                                                         | $                                  | 2,966                                |                   | $  
|                                               |                                                                                         |                                    |                                      |                   |    
|Liabilities and Stockholder's Equity (Deficit) |                                                                                         |                                    |                                      |                   |    
|Current liabilities                            |                                                                                         |                                    |                                      |                   |    
|                                               | Current maturities of long-term debt                                                    |                                    | $                                    | 7                 |    
|                                               | Accounts payable                                                                        |                                    |                                      | 255               |    
|                                               | Accrued compensation and payroll taxes                                                  |                                    |                                      | 72                |    
|                                               | Interest payable                                                                        |                                    |                                      | 20                |    
|                                               | Income taxes payable                                                                    |                                    |                                      | 47                |    
|                                               | Other current liabilities                                                               |                                    |                                      | 60                |    
|                                               |                                                                                         |                                    |                                      |                   |    
|                                               |                                                                                         |                                    | Total current liabilities            |                   |    
|Long-term debt, less current maturities        |                                                                                         |                                    | 1,657                                |                   |    
|Other long-term liabilities                    |                                                                                         |                                    | 498                                  |                   |    
|Deferred income taxes                          |                                                                                         |                                    | 427                                  |                   |    
|Stockholder's deficit                          |                                                                                         |                                    |                                      |                   |    
|                                               | Common stock, par value $.01 per share; 1,000 shares authorized, issued and outstanding |                                    |                                      |                   |    
|                                               | Additional paid-in capital                                                              |                                    |                                      | 1,130             |    
|                                               | Retained earnings (deficit)                                                             |                                    |                                      | (992              | )  
|                                               | Accumulated other comprehensive income (loss)                                           |                                    |                                      | (215              | )  
|                                               |                                                                                         |                                    |                                      |                   |    
|                                               |                                                                                         |                                    | Total stockholder's equity (deficit) |                   |    
|                                               |                                                                                         |                                    |                                      |                   |    
|                                               |                                                                                         | $                                  | 2,966                                |                   | $  
|                                               |                                                                                         |                                    |                                      |                   |    

See
notes to consolidated financial statements.

2

---

JSCE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

|                                      |                                                                                             | Six Months Ended
June 30,                                                  |                                          
|------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | -----------------------------------------
|
|
|Cash flows from operating activities  |                                                                                             |                                                                            |                                          
|                                      | Net income                                                                                  |                                                                            | $                                        
|                                      | Adjustments to reconcile net income to net cash provided by (used for) operating activities |                                                                            |                                          
|                                      |                                                                                             | Loss on early extinguishment of debt                                       |                                          
|                                      |                                                                                             | Cumulative effect of accounting change for asset retirement obligations    |                                          
|                                      |                                                                                             | Depreciation, depletion and amortization                                   |                                          
|                                      |                                                                                             | Amortization of deferred debt issuance costs                               |                                          
|                                      |                                                                                             | Deferred income taxes                                                      |                                          
|                                      |                                                                                             | Pension and post-retirement benefits                                       |                                          
|                                      |                                                                                             | Non-cash interest income from SSCC                                         |                                          
|                                      |                                                                                             | Change in current assets and liabilities, net of effects from acquisitions |                                          
|                                      |                                                                                             |                                                                            | Accounts receivable                      
|                                      |                                                                                             |                                                                            | Inventories                              
|                                      |                                                                                             |                                                                            | Prepaid expenses and other current assets
|                                      |                                                                                             |                                                                            | Accounts payable and accrued liabilities 
|                                      |                                                                                             |                                                                            | Interest payable                         
|                                      |                                                                                             | Other, net                                                                 |                                          
|                                      |                                                                                             |                                                                            |                                          
|                                      | Net cash provided by (used for) operating activities                                        |                                                                            |                                          
|                                      |                                                                                             |                                                                            |                                          
|Cash flows from investing activities  |                                                                                             |                                                                            |                                          
|                                      | Expenditures for property, plant and equipment                                              |                                                                            |                                          
|                                      | Proceeds from property and timberland disposals                                             |                                                                            |                                          
|                                      | Payment on acquisition, net of cash received                                                |                                                                            |                                          
|                                      | Notes receivable from SSCC                                                                  |                                                                            |                                          
|                                      |                                                                                             |                                                                            |                                          
|                                      | Net cash used for investing activities                                                      |                                                                            |                                          
|                                      |                                                                                             |                                                                            |                                          
|Cash flows from financing activities  |                                                                                             |                                                                            |                                          
|                                      | Proceeds from long-term debt                                                                |                                                                            |                                          
|                                      | Net borrowings under accounts receivable securitization program                             |                                                                            |                                          
|                                      | Net repayments of debt                                                                      |                                                                            |                                          
|                                      | Dividends paid                                                                              |                                                                            |                                          
|                                      | Deferred debt issuance costs                                                                |                                                                            |                                          
|                                      |                                                                                             |                                                                            |                                          
|                                      | Net cash provided by (used for) financing activities                                        |                                                                            |                                          
|                                      |                                                                                             |                                                                            |                                          
|Increase in cash and cash equivalents |                                                                                             |                                                                            | 9                                        
|Cash and cash equivalents             |                                                                                             |                                                                            |                                          
|                                      | Beginning of period                                                                         |                                                                            |                                          
|                                      |                                                                                             |                                                                            |                                          
|                                      | End of period                                                                               |                                                                            | $                                        
|                                      |                                                                                             |                                                                            |                                          

See
notes to consolidated financial statements.

3

---

JSCE, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions)

1.     Significant Accounting Policies

The accompanying consolidated financial statements and notes thereto of JSCE, Inc. have been prepared in accordance with the instructions to
Form 10-Q and reflect all adjustments which management believes necessary (which include only normal recurring accruals) to present fairly the financial position, results of
operations and cash flows. These statements, however, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. Interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.
These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the JSCE, Inc. Annual Report on
Form 10-K for the year ended December 31, 2002, filed March 10, 2003 with the Securities and Exchange Commission.

JSCE, Inc.,
hereafter referred to as the "Company," is a wholly-owned subsidiary of Smurfit-Stone Container Corporation ("SSCC"). The Company owns 100% of the equity interest in
Jefferson Smurfit Corporation (U.S.) ("JSC(U.S.)") and is a guarantor of the senior indebtedness of JSC(U.S.). The Company has no other material operations other than its investment in JSC(U.S.).
JSC(U.S.) has operations throughout the United States.

2.     Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

3.     Stock-Based Compensation

In the second quarter of 2003, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation," effective as of January 1, 2003. The Company selected the prospective transition method as allowed in SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which requires expensing options prospectively, beginning in the year of adoption. Because the prospective method was used and awards vest over three to eight
years, the 2003 expense is less than what would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. The Company
recorded an immaterial amount of expense in the three and six month periods ended June 30, 2003.

Prior
to 2003, the Company accounted for stock options under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations. No stock-based employee compensation cost was reflected in 2002 net income, as all options granted under those plans had an exercise price equal to the
market value of the underlying common stock on the date of grant.

4

---

The
following table illustrates the effect on net income if the fair value based method had been applied to all outstanding and unvested awards in each period.

|                                                                                                                                            |  | Three months ended
June 30, |    | Six months ended
June 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | -- | ------------------------- | -
|
|Net income as reported                                                                                                                      |  | $                           | 19 |                           | $
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                                  |  |                             |    |                           |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |  |                             | (1 | )                         |  
|                                                                                                                                            |  |                             |    |                           |  
|Pro forma net income                                                                                                                        |  | $                           | 18 |                           | $
|                                                                                                                                            |  |                             |    |                           |  

4.     Asset Retirement Obligation

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 143, "Accounting for Asset Retirement Obligations," effective for
fiscal years beginning after June 15, 2002. SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. The Company has adopted the new accounting for
asset retirement obligations effective January 1, 2003. Application of the new rules has resulted in an increase in net property, plant and equipment of $1 million, recognition of an
asset retirement obligation of $6 million and a charge for the cumulative effect of an accounting change of $3 million, net of taxes of $2 million, to recognize asset retirement
obligations incurred as of the adoption date. Certain of the Company's facilities have indeterminate lives because they are expected to remain in operation for the foreseeable future. Consequently,
the asset retirement obligations related to these facilities cannot be reasonably estimated.

5.     Acquisitions

On May 31, 2003, the Company acquired the operations of Arko Paper Products Co., Inc., a folding carton producer. The acquisition was accounted for
as a purchase business combination and, accordingly, the acquired assets and liabilities are included in the June 30, 2003 balance sheet and the results of operations are included in the
consolidated statement of operations after May 31, 2003. The purchase price of $30 million has been preliminarily allocated to the assets acquired and liabilities assumed according to
estimated fair values and is subject to adjustment when asset and liability valuations are finalized. The preliminary allocation has resulted in goodwill of $15 million, which has been
allocated to the Consumer Packaging segment.

On
September 30, 2002, the Company, through JSC(U.S.), acquired a corrugating medium mill and related assets from MeadWestvaco Corporation. The purchase price allocation was
completed during the first quarter of 2003 and the Company has not recorded any goodwill related to this transaction.

6.     Restructuring and Exit Liabilities

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires
companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The Company adopted SFAS
No. 146 effective January 1, 2003.

5

---

The
Company recorded restructuring charges of $1 million and $4 million in the three and six months ended June 30, 2003, respectively, related to the closure of two
converting facilities. No significant additional charges related to these shutdown facilities are expected. The assets of these operations were adjusted to the estimated fair value less cost to sell
resulting in an immaterial non-cash write down. These shutdowns resulted in approximately 220 employees being terminated. The net sales and operating loss of these facilities in 2003 prior
to closure were $7 million and $1 million, respectively. The net sales and operating losses of these facilities in 2002 were $43 million and $3 million, respectively. The
Company had $1 million of cash disbursements related to these charges for the three and six months ended June 30, 2003.

At
December 31, 2002, the Company had $25 million of exit liabilities related to the restructuring of operations. The Company had $2 million and $5 million of
cash disbursements related to these exit liabilities for the three and six months ended June 30, 2003, respectively.

7.     Long-Term Debt

In May 2003, the Company completed an offering of $300 million of 7.50% unsecured senior notes due 2013. The Company used the proceeds of this
issuance to repay the $175 million Tranche A term loan borrowings and $122 million of the outstanding Tranche B term loan borrowings under the JSC(U.S.) credit agreement. A loss of
$2 million was recorded due to early extinguishment of debt. In accordance with SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 62, Amendment of FASB No. 13, and
Technical Corrections," the loss was not recorded as an extraordinary item, but rather as a component of income from continuing operations.

On
June 30, 2003, the Company obtained an amendment from its lender group revising certain financial covenant requirements under its bank credit agreement as of June 30,
2003 and for future periods through December 31, 2004.

8.     Guarantees

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," which clarifies and expands on existing disclosure requirements for guarantees and requires the Company to recognize a liability for the fair value of its
obligations under that guarantee. The initial measurement and recognition provisions are prospective for guarantees issued after December 31, 2002. Disclosure requirements are effective for
guarantees issued prior to January 1, 2003.

The
Company has certain wood chip processing contracts, entered into prior to January 1, 2003, extending through 2010 with minimum purchase commitments. As part of the agreements,
the Company guarantees the third party contractor's debt outstanding and has a security interest in the chipping equipment. At    June 30, 2003, the maximum potential amount of
future payments related to these guarantees is approximately $27 million and decreases ratably over the life of the contracts. Proceeds from the liquidation of the chipping equipment would be
based on current market conditions and may not recover in full the guarantee payments made.

9.     Derivative Instruments and Hedging Activities

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and SFAS No. 138, requires that all
derivatives be recorded on the consolidated balance sheets at fair value. Changes in the fair value of derivatives not qualifying as hedges are recorded each period in

6

---

earnings.
Changes in the fair value of derivatives qualifying as hedges are either offset against the change in fair value of the hedged item through earnings or recognized in Other Comprehensive
Income ("OCI") until the hedged item is recognized in earnings, depending on the nature of the hedge. The ineffective portion of the change in fair value of all derivatives is recognized in earnings.
Hedges related to anticipated transactions are designated and documented at hedge inception as cash flow hedges and evaluated for hedge effectiveness quarterly.

The
Company's derivative instruments and hedging activities relate to minimizing exposures to fluctuations in the price of commodities used in its operations and are designated as cash
flow hedges.

Commodity Futures Contracts

The Company uses exchange traded futures and other derivative contracts to manage fluctuations in cash flows resulting from commodity price risk in the
procurement of natural gas. The objective is to fix or cap the price of a portion of the Company's forecasted purchases of natural gas used in the manufacturing process. The changes in the market
value of such contracts have historically been, and are expected to continue to be, highly effective at offsetting changes in price of the hedged item. The Company is hedging its exposure to the
variability in future cash flows associated with natural gas with contracts typically having maturities of one year or less. For the three and six months ended June 30, 2003, the Company
reclassified a $1 million gain and $2 million gain, respectively, from OCI to cost of goods sold when the hedged items were recognized. The fair value of the Company's contracts at
June 30, 2003 is a $2 million gain included in other current assets. At June 30, 2003, the Company recorded a $1 million loss in cost of goods sold on commodity contracts,
related to the ineffective portion of the change in fair value of certain contracts and contracts not qualifying as hedges.

For
the three and six months ended June 30, 2003, the Company recorded an immaterial amount in cost of goods sold on settled commodity futures contracts related to the ineffective
portion of hedges and contracts not qualifying as hedges.

The
cumulative deferred hedge is immaterial at June 30, 2003.

10.   Income Taxes

In the second quarter of 2003, the Company recorded an income tax benefit of $6 million related to the resolution of certain prior year tax matters.

The
Internal Revenue Service is currently examining the years 1999 through 2001. While the ultimate results cannot be predicted with certainty, the Company's management believes that the
examination will not have a material adverse effect on its consolidated financial condition or the results of operations. The Company has settled the examination for the years 1995 through 1998,
resulting in tax and interest of $51 million to be paid in the third quarter of 2003. Adequate reserves are available to cover the payment.

7

---

11.   Comprehensive Income (Loss)

Comprehensive income (loss) is as follows:

|                                               |                                                  | Three months ended
June 30, |    | Six months ended
June 30,
|---------------------------------------------- | ------------------------------------------------ | --------------------------- | -- | -------------------------
|
|Net income                                     |                                                  | $                           | 19 |                          
|Other comprehensive income (loss), net of tax: |                                                  |                             |    |                          
|                                               | Net changes in fair value of hedging instruments |                             |    | (1                       
|                                               | Net loss (gain) reclassified into earnings       |                             |    | (1                       
|                                               |                                                  |                             |    |                          
|Comprehensive income                           |                                                  | $                           | 17 |                          
|                                               |                                                  |                             |    |                          

12.   Business Segment Information

On January 1, 2003, the Company began reporting the elimination of intercompany profit and the adjustment to record inventory at LIFO at the segment level
for management reporting purposes. The information for 2002 has been restated in order to conform to the 2003 presentation.

The
Company has three reportable segments: (1) Containerboard and Corrugated Containers, (2) Consumer Packaging and (3) Reclamation. The Containerboard and
Corrugated Containers segment is highly integrated. It includes a system of mills and plants that produces a full line of containerboard that is converted into corrugated containers. Corrugated
containers are used to transport such diverse products as home appliances, electric motors, small machinery, grocery products, produce, books, tobacco and furniture. The Consumer Packaging segment is
also highly integrated. It includes a system of mills and plants that produce a broad range of coated recycled boxboard that is converted into folding cartons and packaging labels. Folding cartons are
used primarily to protect products such as food, fast food, detergents, paper products, beverages, health and beauty aids and other consumer products, while providing point of purchase advertising.
Flexible packaging, paper and metalized paper and heat transfer labels are used in a wide range of consumer applications. The Reclamation segment collects recovered paper generated by industrial,
commercial and residential sources which is used as raw material for the Company's containerboard and boxboard mills as well as sales to external third party mills.

Other
includes corporate related items. Corporate related items include income and expense not allocated to reportable segments including corporate expenses, restructuring charges and
interest expense.

|Three months ended June 30, |                                  | Container-
board &
Corrugated
Containers |   | Consumer
Packaging |  | Reclamation |     | Other |   | Total
|--------------------------- | -------------------------------- | ---------------------------------------- | - | ------------------ |  | ----------- | --- | ----- | - | -----
|                            | 2003                             |                                          |   |                    |  |             |     |       |   |      
|                            | Revenues from external customers |                                          | $ | 558                |  | $           | 254 |       | $ | 118  
|                            | Intersegment revenues            |                                          |   | 10                 |  |             |     |       |   | 31   
|                            | Segment profit (loss)            |                                          |   | 35                 |  |             | 11  |       |   | 5    
|                            | 2002                             |                                          |   |                    |  |             |     |       |   |      
|                            | Revenues from external customers |                                          | $ | 479                |  | $           | 252 |       | $ | 112  
|                            | Intersegment revenues            |                                          |   | 11                 |  |             |     |       |   | 22   
|                            | Segment profit (loss)            |                                          |   | 38                 |  |             | 20  |       |   | 6    

8

---

|Six months ended June 30, |                                  |  |   |       |  |   |     |  |   |    
|------------------------- | -------------------------------- |  | - | ----- |  | - | --- |  | - | ---
|                          | 2003                             |  |   |       |  |   |     |  |   |    
|                          | Revenues from external customers |  | $ | 1,094 |  | $ | 510 |  | $ | 225
|                          | Intersegment revenues            |  |   | 22    |  |   |     |  |   | 57 
|                          | Segment profit (loss)            |  |   | 44    |  |   | 23  |  |   | 11 
|                          | 2002                             |  |   |       |  |   |     |  |   |    
|                          | Revenues from external customers |  | $ | 916   |  | $ | 499 |  | $ | 196
|                          | Intersegment revenues            |  |   | 22    |  |   |     |  |   | 39 
|                          | Segment profit (loss)            |  |   | 57    |  |   | 40  |  |   | 7  

13.   Contingencies

The Company's past and present operations include activities which are subject to federal, state and local environmental requirements, particularly relating to
air and water quality. The Company faces potential environmental liability as a result of violations of permit terms and similar authorizations that have occurred from time to time at its facilities.
In addition, the Company faces potential liability for response costs at various sites for which it has received notice as being a potentially responsible party ("PRP") concerning hazardous substance
contamination. In estimating its reserves for environmental remediation and future costs, the Company's estimated liability reflects only the Company's expected share after consideration for the
number of other PRPs at each site, the identity and financial condition of such parties and experience regarding similar matters.

If
all or most of the other PRPs are unable to satisfy their portion of the cleanup costs at one or more of the significant sites in which the Company is involved or the Company's
expected share increases, the resulting liability could have a material adverse effect on the Company's consolidated financial condition or results of operations.

The
Company is a defendant in a number of lawsuits and claims arising out of the conduct of its business, including those related to environmental matters. While the ultimate results of
such suits or other proceedings against the Company cannot be predicted with certainty, the management of the Company believes that the resolution of these matters will not have a material adverse
effect on its consolidated financial condition or results of operations.

9

---



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Some information included in this report may contain forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934,
as amended. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual
outcomes and results to be materially different from those projected. When used in this document, the words "anticipates," "believes," "expects," "intends" and similar expressions, as they relate to
JSCE, Inc. or its management, are intended to identify such forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. There are important
factors that could cause actual results to differ materially from those in forward-looking statements, certain of which are beyond our control. These factors, risks and uncertainties include the
following:



Our
actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and accordingly, we can give no assurances
that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition.
We expressly decline any obligation to publicly revise any forward-looking statements that have been made to reflect the occurrence of events after the date hereof.

10

---



RESULTS OF OPERATIONS

General

Growth in the U.S. economy in the second quarter, particularly manufacturing activity, continued to be slow, resulting in sluggish demand for containerboard and
corrugated containers. Our income from continuing operations before income taxes and cumulative effect of accounting change was $27 million in the second quarter of 2003. Our results improved
compared to the first quarter of 2003, but declined compared to last year. The improvement over the first quarter of 2003 was due to seasonal volume increases and lower energy cost. Prices remained
stable in the second quarter. Our announced April 2003 price increase of $35 per ton for liner and medium, with a corresponding increase for corrugated containers, was not implemented as a
result of the continued sluggish demand for corrugated products during this period. Unless there is a meaningful improvement in business activity, we do not expect to see any significant price
improvement for containerboard and corrugated containers in the second half of 2003.

Acquisition

On May 31, 2003, Jefferson Smurfit (U.S.) acquired the operations of Arko Paper Products Co., Inc., a folding carton producer. The acquisition was
accounted for as a purchase business combination and, accordingly, the acquired assets and liabilities are included in the June 30, 2003 balance sheet and the results of operations are included
in the consolidated statement of operations after May 31, 2003. The purchase price of $30 million has been preliminarily allocated to the assets acquired and liabilities assumed
according to estimated fair values and is subject to adjustment when asset and liability valuations are finalized. The preliminary allocation has resulted in goodwill of $15 million, which has
been allocated to the Consumer Packaging segment.

Second Quarter 2003 Compared to Second Quarter 2002

|                                         |                                                                                                  | Three months ended June 30, |    
|---------------------------------------- | ------------------------------------------------------------------------------------------------ | --------------------------- | ---
|
|
|Containerboard and corrugated containers |                                                                                                  | $                           | 558
|Consumer packaging                       |                                                                                                  |                             | 254
|Reclamation                              |                                                                                                  |                             | 118
|Other operations                         |                                                                                                  |                             |    
|                                         |                                                                                                  |                             |    
|                                         | Total operations                                                                                 |                             | $  
|                                         |                                                                                                  |                             |    
|Restructuring charges                    |                                                                                                  |                             |    
|Gain (loss) on sale of assets            |                                                                                                  |                             |    
|Interest income from Smurfit-Stone       |                                                                                                  |                             |    
|Interest expense                         |                                                                                                  |                             |    
|Loss on early extinguishment of debt     |                                                                                                  |                             |    
|Corporate expenses and other             |                                                                                                  |                             |    
|                                         |                                                                                                  |                             |    
|                                         | Income from continuing operations before income taxes and cumulative effect of accounting change |                             |    
|                                         |                                                                                                  |                             |    

Compared
to last year, our second quarter results declined due primarily to higher fiber, energy and employee benefits costs. The increases in cost compared to last year were partially
offset by the operating results of our Stevenson, Alabama containerboard mill and related corrugated container assets, which were acquired on September 30, 2002 (the Stevenson Mill
Acquisition).

11

---

Consolidated
net sales of $930 million in 2003 were 10% higher compared to 2002 due primarily to the Stevenson Mill Acquisition. The increase (decrease) in net sales for each of
our segments is summarized in the chart below:

|(In millions)                        |       | Container-
board &
Corrugated
Containers |    | Consumer
Packaging |   | Reclamation |   | Other
Operations |    | Total |  
|------------------------------------ | ----- | ---------------------------------------- | -- | ------------------ | - | ----------- | - | ---------------- | -- | ----- | -
|Sales prices and product mix         |       | $                                        | 2  |                    | $ | (7          | ) | $                | 11 |       | $
|Sales volume, including acquisitions |       |                                          | 79 |                    |   | 12          |   |                  | (5 | )     |  
|Closed or sold facilities            |       |                                          | (2 | )                  |   | (3          | ) |                  |    |       |  
|                                     |       |                                          |    |                    |   |             |   |                  |    |       |  
|                                     | Total |                                          | $  | 79                 |   | $           | 2 |                  | $  | 6     |  
|                                     |       |                                          |    |                    |   |             |   |                  |    |       |  

Cost
of goods sold increased in 2003 due primarily to the Stevenson Mill Acquisition and the higher cost of fiber ($16 million) and energy ($5 million). Cost of goods sold
as a percent of net sales in 2003 was 88% compared to 85% in 2002 due primarily to the higher cost of fiber and energy.

Selling
and administrative expenses increased in 2003 due primarily to the Stevenson Mill Acquisition and higher employee benefits costs. Selling and administrative expense as a percent
of net sales was 9% in 2003, compared to 8% in 2002.

Interest
expense increased $2 million due to the impact of $4 million from higher average borrowings offset by $2 million due to lower overall average interest
rates. The overall average effective interest rate in 2003 was lower than 2002 by approximately 35 basis points. Interest income for 2003 included $20 million of accrued interest on our
intercompany notes receivable from Smurfit-Stone, an increase of $3 million compared to 2002.

Loss
on early extinguishment of debt of $2 million in 2003 reflected the write-off of deferred debt issuance costs attributable to the prepayment of Jefferson Smurfit
(U.S.) term loans. See Liquidity and Capital ResourcesFinancing Activities.

Provision
for income taxes in the second quarter of 2003 included a $6 million benefit related to the resolution of certain prior year tax matters. Exclusive of the
$6 million benefit, the provision for income taxes differed from the federal statutory tax rate due primarily to state income taxes and the effects of non-deductible items.

Containerboard and Corrugated Containers Segment

Net sales increased by 16% due primarily to the Stevenson Mill Acquisition. Liner and corrugated prices were higher than last year by approximately 1%. The sale
price of solid bleached sulfate (SBS) decreased by 1%.

Production
of containerboard increased by 52% due primarily to the Stevenson Mill Acquisition. During the second quarter of 2003, our containerboard mills ran at an average of 91.8% of
capacity. Shipments of corrugated containers increased 7% due to the Stevenson Mill Acquisition. Wet weather conditions in the Southeast hampered our ability to source wood fiber, resulting in lower
production at our SBS mill in that area. Production of SBS was 2% lower compared to last year.

Profits
decreased by $3 million due primarily to higher costs, including energy ($2 million) and employee benefits. Profits were favorably impacted by higher pricing and
higher sales volume, including the Stevenson Mill Acquisition.

12

---

Consumer Packaging Segment

Net sales increased by 1%. Shipments of folding cartons and flexible packaging were higher, but sales price and product mix had a negative impact on sales and
profits. Folding carton shipments increased 2%. Shipments of flexible packaging were higher by 37% due primarily to pre-packaged food pouches for use by the armed services. Net sales of
flexible packaging products were negatively impacted by changes in product mix. Production of coated recycled boxboard in 2003 was 7% higher compared to 2002. Folding carton sales prices were 2% lower
in 2003, while coated recycled boxboard sales prices were 7% higher. We announced a $40 per ton price increase for coated recycled boxboard effective April 2, 2003 and began implementing price
increases on coated recycled boxboard and folding cartons. Profits decreased by $9 million due principally to higher costs of energy ($2 million), fiber ($2 million) and employee
benefits.

Reclamation Segment

Net sales in 2003 increased by 5% compared to 2002 due to higher sales prices.. The price of old corrugated containers (OCC) increased by approximately $2 per ton
compared to last year. Total tons of fiber reclaimed and brokered increased 1% compared to last year. Profits of the reclamation
operations decreased $1 million compared to last year. Cost of goods sold as a percent of net sales increased from 89% in 2002 to 90% in 2003 due primarily to higher employee benefits cost.

Six Months 2003 Compared to Six Months 2002

|                                         |                                                                                                  | Six months ended June 30, |      
|---------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------------------- | -----
|
|
|Containerboard and corrugated containers |                                                                                                  | $                         | 1,094
|Consumer packaging                       |                                                                                                  |                           | 510  
|Reclamation                              |                                                                                                  |                           | 225  
|Other operations                         |                                                                                                  |                           |      
|                                         |                                                                                                  |                           |      
|                                         | Total operations                                                                                 |                           | $    
|                                         |                                                                                                  |                           |      
|Restructuring charges                    |                                                                                                  |                           |      
|Gain (loss) on sale of assets            |                                                                                                  |                           |      
|Interest income from Smurfit-Stone       |                                                                                                  |                           |      
|Interest expense                         |                                                                                                  |                           |      
|Loss on early extinguishment of debt     |                                                                                                  |                           |      
|Corporate expenses and other             |                                                                                                  |                           |      
|                                         |                                                                                                  |                           |      
|                                         | Income from continuing operations before income taxes and cumulative effect of accounting change |                           |      
|                                         |                                                                                                  |                           |      

We
had income from continuing operations before income taxes and cumulative effect of accounting change for the six months ended June 30, 2003 of $37 million, a decrease of
$44 million compared to 2002. The decline in earnings was due primarily to higher costs of fiber, energy and employee benefits. The increases in cost were partially offset by the Stevenson Mill
Acquisition.

Consolidated
net sales of $1,829 million in 2003 were 13% higher compared to 2002 due primarily to the Stevenson Mill Acquisition and higher average sales prices for corrugated
containers and reclaimed fiber. The increase (decrease) in net sales for each of our segments is summarized in the chart below:

13

---

|(In millions)                        |       | Container-
board &
Corrugated
Containers |     | Consumer
Packaging |   | Reclamation |    | Other
Operations |    | Total |  
|------------------------------------ | ----- | ---------------------------------------- | --- | ------------------ | - | ----------- | -- | ---------------- | -- | ----- | -
|Sales prices and product mix         |       | $                                        | 6   |                    | $ | (8          | )  | $                | 36 |       | $
|Sales volume, including acquisitions |       |                                          | 176 |                    |   | 23          |    |                  | (7 | )     |  
|Closed or sold facilities            |       |                                          | (4  | )                  |   | (4          | )  |                  |    |       |  
|                                     |       |                                          |     |                    |   |             |    |                  |    |       |  
|                                     | Total |                                          | $   | 178                |   | $           | 11 |                  | $  | 29    |  
|                                     |       |                                          |     |                    |   |             |    |                  |    |       |  

Cost
of goods sold increased in 2003 due primarily to the Stevenson Mill Acquisition and the higher cost of reclaimed fiber ($42 million) and energy ($15 million). Cost of
goods sold as a percent of net sales in 2003 was 88%, compared to 86% in 2002 due primarily to the higher cost of fiber and energy.

Selling
and administrative expenses increased in 2003 due primarily to the Stevenson Mill Acquisition, higher employee benefits costs and certain litigation costs. Selling and
administrative expense as a percent of net sales was 9% in 2003 compared to 8% in 2002.

Interest
expense increased $3 million due to the impact of $7 million from higher average borrowings, offset by $4 million due to lower overall average interest
rates. The overall average effective interest rate in 2003 was lower than 2002 by approximately 50 basis points. Interest income for 2003 included $$40 million of accrued interest on our
intercompany notes receivable from Smurfit-Stone, an increase of $5 million compared to 2002.

Loss
on early extinguishment of debt of $2 million in 2003 reflected the write-off of deferred debt issuance costs attributable to the prepayment of Jefferson Smurfit
(U.S.) term loans. See Liquidity and Capital ResourcesFinancing Activities.

Annualized
synergy savings from the Stevenson Mill Acquisition achieved in the first half of 2003, including administrative cost reductions, system optimization and purchasing savings,
exceeded our targeted annual savings of $40 million.

Provision
for income taxes in the six months ended June 30, 2003 included a $6 million benefit related to the resolution of certain prior year tax matters. Exclusive of the
$6 million benefit, the provision for income taxes differed from the federal statutory tax rate due primarily to state income taxes and the effects of non-deductible items.

Containerboard and Corrugated Containers Segment

Net sales increased by 19% due primarily to the Stevenson Mill Acquisition, higher sales volumes and higher sales prices for corrugated containers. Corrugated
container sales prices increased by 1% and liner prices were higher by approximately 1%. SBS sales price decreased by 1%.

Production
of containerboard increased by 53% due primarily to the Stevenson Mill Acquisition. During the first six months of 2003, our containerboard mills ran at an average of 86.5% of
capacity. Shipments of corrugated containers increased 9% due primarily to the Stevenson Mill Acquisition. Production of SBS was higher by 6% compared to last year.

Profits
decreased by $13 million due primarily to higher costs, including energy ($8 million) and employee benefits. Profits were favorably impacted by higher pricing and
the Stevenson Mill Acquisition.

Consumer Packaging Segment

Net sales increased by 2% due primarily to higher sales volumes for folding cartons and flexible packaging. Folding carton shipments increased 4% and shipments of
flexible packing were higher by 25%. Production of coated recycled boxboard in 2003 was 2% higher compared to 2002. Folding carton sales prices were 2% lower,

14

---

while
coated recycled boxboard sales prices were 3% higher.    Profits decreased by $17 million due principally to higher costs for energy ($6 million), fiber
($4 million) and employee benefits.

Reclamation Segment

Net sales in 2003 increased by 15% compared to 2002 due primarily to higher sales prices. The average price of OCC increased approximately $10 per ton compared to
last year. Total tons of fiber reclaimed and brokered increased 2% compared to last year. Profits of the reclamation operations increased $4 million compared to last year due to the higher
average sales prices. Cost of goods sold as a percent of net sales decreased from 90% in 2002 to 89% in 2003 due primarily to the improved pricing.

Statistical Data

|                                             |                          | Three months ended
June 30, |     | Six months ended
June 30,
|-------------------------------------------- | ------------------------ | --------------------------- | --- | -------------------------
|
|
|Mill production:                             |                          |                             |     |                          
|                                             | Containerboard           |                             | 537 |                          
|                                             | Solid bleached sulfate   |                             | 47  |                          
|                                             | Coated recycled boxboard |                             | 146 |                          
|Corrugated containers sold (billion sq. ft.) |                          | 7.6                         |     | 7.1                      
|Folding cartons sold                         |                          | 128                         |     | 125                      
|Fiber reclaimed and brokered                 |                          | 1,655                       |     | 1,638                    

RESTRUCTURING CHARGES AND EXIT LIABILITIES

We recorded restructuring charges of $1 million and $4 million in the three and six months ended June 30, 2003, respectively, related to the
closure of two converting facilities. No significant additional charges are expected for these closures. The assets of these closed operations were adjusted to the estimated fair value less cost to
sell resulting in an immaterial non-cash write down. The restructuring charges are primarily for severance costs, which will be paid in 2003. We had $1 million of cash disbursements
related to these charges for the six months ended June 30, 2003. These shutdowns resulted in approximately 220 employees being terminated.

As
of December 31, 2002, we had $25 million of exit liabilities related to the Smurfit-Stone merger, the Stevenson Mill Acquisition and from our restructuring activities.
During the six months ended June 30, 2003, we incurred cash expenditures of approximately $5 million for exit liabilities. The remaining cash expenditures in connection with our
restructuring activities will continue to be funded through operations as originally planned.

LIQUIDITY AND CAPITAL RESOURCES

General

For the six months ended June 30, 2003, proceeds from long-term debt of $300 million, proceeds from property and timberland disposals of
$42 million and proceeds from notes receivable from Smurfit-Stone of $7 million were used to fund net debt payments of $237 million, expenditures for property, plant and equipment
and acquisition of $82 million, cash used for operating activities of $14 million, deferred debt issuance cost of $3 million and dividends to Smurfit-Stone of $4 million.

In
May 2003, Jefferson Smurfit (U.S.) sold approximately 81,000 acres of timberland located in Alabama and Tennessee and a hardwood sawmill, acquired as part of the Stevenson Mill
Acquisition, to a third party for $38.5 million. The proceeds were used for general corporate purposes.

We
expect internally generated cash flows, available borrowing capacity under the Jefferson Smurfit (U.S.) revolving credit facility and future financing activities will be sufficient
for the next several years to

15

---

meet
our obligations, including debt service, pension funding, dividends to Smurfit-Stone, expenditures related to environmental compliance and other capital expenditures. Scheduled debt payments for
the remainder of 2003 and for 2004 total $5 million and $193 million, respectively, with varying amounts thereafter. We are exploring a number of options to repay or refinance our 2004
debt maturities. We have historically had good access to the capital markets and expect to be able to repay or refinance these debt maturities before their maturity dates. Although we believe we will
have access to the capital markets in the future, these markets are volatile and we cannot predict the condition of the markets or the timing of any related transactions. Access to the capital markets
may be limited or unavailable due to an unpredictable material adverse event unrelated to our operational or financial performance. In such event, we would explore additional options, including, but
not limited to, the sale or monetization of assets.

We
intend to hold capital expenditures for 2003 significantly below our anticipated annual depreciation level of $133 million. As of June 30, 2003, we had authorized
commitments for capital expenditures of $43 million, including $3 million for environmental projects, $7 million to maintain competitiveness and $33 million for upgrades,
modernization and expansion.

We
expect to use any excess cash flows provided by operations to make further debt reductions. As of June 30, 2003, Jefferson Smurfit (U.S.) had $209 million of unused
borrowing capacity under its revolving credit facility and $64 million of unused borrowing capacity under the $255 million accounts receivable securitization program, subject to
Jefferson Smurfit (U.S.)'s level of eligible accounts receivable.

Financing Activities

In May 2003, Jefferson Smurfit (U.S.) issued $300 million of 7.50% unsecured senior notes due 2013 (the New Senior Notes). Jefferson Smurfit (U.S.)
used the proceeds of this issuance to repay the $175 million Tranche A term loan due March 31, 2005, $122 million of its outstanding Tranche B term loan due March 31, 2007
and $3 million to pay fees and other expenses. On July 30, 2003, Jefferson Smurfit (U.S.) completed a registered exchange offer of all of the then outstanding New Senior Notes for a like
principal amount of senior notes which have been registered under the Securities Act of 1933. Jefferson Smurfit (U.S.) did not receive any proceeds from the exchange offer.

On
June 30, 2003, Jefferson Smurfit (U.S.) obtained an amendment from its lender group revising certain financial covenant requirements under its bank credit agreement as of
June 30, 2003 and for future periods through December 31, 2004.

The
obligations under the Jefferson Smurfit (U.S.) credit agreement are unconditionally guaranteed by Smurfit-Stone, JSCE, Inc. and the material subsidiaries of Jefferson Smurfit
(U.S.). The obligations under the Jefferson Smurfit (U.S.) credit agreement are secured by a security interest in substantially all of the assets of Jefferson Smurfit (U.S.) and its material
subsidiaries, a pledge of all of the capital stock of JSCE, Inc., Jefferson Smurfit (U.S.) and the material U.S. subsidiaries of Jefferson Smurfit (U.S.) and a pledge of 65% of the capital
stock of certain foreign subsidiaries of Jefferson Smurfit (U.S.). The security interest under the Jefferson Smurfit (U.S.) credit agreement excludes certain trade receivables and proceeds thereof.

The
Jefferson Smurfit (U.S.) credit agreement contains various covenants and restrictions including, among other things, (i) limitations on dividends, redemptions and repurchases
of capital stock, (ii) limitations on the incurrence of indebtedness, liens, leases and sale-leaseback transactions, (iii) limitations on capital expenditures and
(iv) maintenance of certain financial covenants. The Jefferson Smurfit (U.S.) credit agreement also requires prepayments of the term loans from excess cash flows, as defined, and proceeds from
certain asset sales, insurance and incurrence of certain indebtedness. These restrictions, together with our highly leveraged position, could restrict our corporate activities, including our ability
to respond to market conditions, to provide for unanticipated capital expenditures or to take advantage of business opportunities.

16

---

Pension Obligations

As discussed in our 2002 Annual Report on Form 10-K, our pension obligations exceeded the fair value of pension plan assets by
$425 million as of December 31, 2002. For the six months ended June 30, 2003, we contributed $55 million to the pension plans, and expect to contribute approximately
$15 million in the second half of 2003. Contributions to our plans in 2004 are expected to be significant, but will be dependent upon future changes in discount rates, the earnings performance
of plan assets and the outcome of proposed pension reform legislation. A decrease in the discount rate of 0.25% would increase our pension obligations by approximately $21 million.

NEW ACCOUNTING STANDARD FOR STOCK-BASED COMPENSATION ADOPTED

In the second quarter of 2003, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting
for Stock-Based Compensation," effective as of January 1, 2003. We selected the prospective transition method as allowed in SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which requires expensing options prospectively, beginning in the year of adoption. Because the prospective method was used and awards vest over three to eight
years, the 2003 expense is less than what would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. We recorded
an immaterial amount of expense in the three and six month periods ended June 30, 2003.

Prior
to 2003, we accounted for stock options under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. No stock-based employee compensation cost was reflected in 2002 net income, as all options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including commodity price risk and interest rate risk. To manage the volatility related to these risks, we enter into
various derivative contracts. The majority of these contracts are settled in cash. However, such settlements have not had a significant effect on our liquidity in the past, nor are they expected to be
significant in the future. We do not use derivatives for speculative or trading purposes.

Commodity Price Risk

We periodically enter into exchange traded futures and other derivative contracts to manage fluctuations in cash flows resulting from commodity price risk in the
procurement of natural gas. As of June 30, 2003, we had futures contracts to hedge approximately 30% of our expected natural gas requirements for the months of July 2003 through
October 2003 and approximately 50% to 65% for the months of November 2003 through March 2004. Our objective is to fix or cap the price of a portion of our forecasted purchases of
natural gas used in the manufacturing process. The changes in energy cost discussed in Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations
above include the impact of the natural gas futures contracts. See Note 9 of the Notes to Consolidated Financial Statements.

Interest Rate Risk

Our earnings and cash flows are significantly affected by the amount of interest on our indebtedness. Our objective is to protect JSCE, Inc. from interest
rate volatility and reduce or cap interest expense within acceptable levels of market risk. We may periodically enter into interest rate swaps, caps or options to hedge interest rate exposure and
manage risk within company policy. Any derivative would be specific to the debt instrument, contract or transaction, which would determine the specifics of the hedge. There were no interest rate
derivatives outstanding at June 30, 2003.

17

---



ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report and concluded that, as of such date, our
disclosure controls and procedures were adequate and effective.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the most recent quarter that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.

PART IIOTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

In 1998, seven putative class action complaints were filed in the United States District Court for the Northern District of Illinois and in the United States
District Court for the Eastern District of Pennsylvania. These complaints alleged that Stone Container reached agreements in restraint of trade
that affected the manufacture, sale and pricing of corrugated products in violation of antitrust laws. The complaints have been amended to name several other defendants, including Jefferson Smurfit
(U.S.) and Smurfit-Stone. The suits seek an unspecified amount of damages arising out of the sale of corrugated products for the period from October 1, 1993 through March 31, 1995. Under
the provisions of the applicable statutes, any award of actual damages could be trebled. The complaints have been transferred to and consolidated in the United States District Court for the Eastern
District of Pennsylvania, which has certified two plaintiff classes. The defendants' appeal of the class certification rulings has been denied. In June 2003, ten complaints were filed in
various federal district courts on behalf of numerous purported class members that have opted out of the certified plaintiff classes. We continue to vigorously defend these cases.

In
May 2003, we received a Violation Notice from the Illinois Environmental Protection Agency (IEPA) alleging that our flexible packaging facility in Schaumburg, Illinois violated
various provisions of the Illinois Environmental Protection Act and various conditions of the applicable Clean Air Act permit issued to the facility. In June 2003, we received a Notice of
Violation and Finding of Violation from the United States Environmental Protection Agency (EPA) containing similar allegations. The allegations primarily relate to the alleged failure of two
afterburner systems designed to capture and reduce certain emissions from printing presses below required levels and the potential impact of such failure on past and future regulatory standards,
permitting requirements, emission credit requirements, recordkeeping and reporting. We discovered and corrected a problem with one of the systems and are in the process of modifying certain components
of the second system to ensure that it operates as designed and to reduce the potential for any future failure. We intend to respond to the IEPA Violation Notice and the EPA Notice of Violation and
Finding of Violation and to attempt to reach an acceptable resolution with IEPA and EPA; however, at this time we are unable to predict with certainty the ultimate outcome or cost of this matter.

ITEM 2.    CHANGES IN SECURITIES

None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

18

---

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.    OTHER INFORMATION

None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

|10.1 |  | Amendment No. 1, dated as of June 30, 2003, to the Third Amended and Restated Credit Agreement, dated as of September 26, 2002, among Jefferson Smurfit Corporation (U.S.), Smurfit-Stone Container Corporation, JSCE, Inc., the
Lenders, the Managing Agents, the Fronting Banks, JPMorgan Chase Bank, as Senior Managing Agent, Administrative Agent, Collateral Agent and Swingline Lender and Deutsche Bank Trust Company Americas, as Senior Managing Agent (incorporated by reference
to Exhibit 10.4(b) to JSCE, Inc.'s Registration Statement on Form S-4 (File No. 333-106042)).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.2 |  | Certification Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                       
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|32.2 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Form 8-K dated May 16, 2003 was filed with the Securities and Exchange Commission in connection with the announcement that Jefferson
Smurfit Corporation (U.S.) had entered into an agreement to sell $300 million of 7.5% Senior Notes due 2013.

19

---



Signatures

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

|                         |  |  | JSCE, INC. (Registrant)                                                                                   
|------------------------ |  |  | ----------------------------------------------------------------------------------------------------------
|Date:    August 12, 2003 |  |  | /s/PAUL K. KAUFMANNPaul K. Kaufmann Vice President and
Corporate Controller
(Principal Accounting Officer)

20

---

QuickLinks