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The management of Rock-Tenn Company has the responsibility for preparing the accompanying
consolidated financial statements and for their integrity and objectivity. The statements were prepared in
accordance with accounting principles generally accepted in the United States. The financial statements
include amounts that are based on management's best estimates and judgments. Management also prepared
the other information in the Annual Report and is responsible for its accuracy and consistency with the
financial statements.
Rock-Tenn Company has established and maintains a system of internal control to safeguard assets
against loss or unauthorized use and to ensure the proper authorization and accounting for all transactions.
This system includes appropriate reviews by the Company's internal audit department and management as
well as written policies and procedures that are communicated to employees with significant roles in the
financial reporting process and updated as necessary.
The Board of Directors, through its Audit Committee, is responsible for ensuring that both management
and the independent auditors fulfill their respective responsibilities with regard to the financial statements. The
Audit Committee, composed entirely of directors who are not officers or employees of the Company, meets
periodically with both management and the independent auditors to assure that each is carrying out its
responsibilities. The independent auditors and the Company's internal audit department have full and free
access to the Audit Committee and meet with it, with and without management present, to discuss auditing
and financial reporting matters.
The Company's financial statements have been audited by Ernst & Young LLP, independent auditors.
The opinion of the independent auditors, based upon their audits of the consolidated financial statements, is
contained in this Annual Report.
As part of its audit of the Company's financial statements, Ernst & Young LLP considered the
Company's internal control structure in determining the nature, timing and extent of audit tests to be applied.
Management has considered Ernst & Young LLP's recommendations concerning the Company's system of
internal control and has taken actions that we believe are cost-effective in the circumstances to respond
appropriately to these recommendations. Management believes that, as of September 30, 2002, the Company's
system of internal control is adequate to accomplish the objectives discussed herein.
STEVEN C. VOORHEES
Executive Vice President and
Chief Financial Officer
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