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The Board of Directors and Shareholders
Rock-Tenn Company
We have audited the accompanying consolidated balance sheets of Rock-Tenn Company as of
September 30, 2002 and 2001, and the related consolidated statements of operations, shareholders' equity and
cash flows for each of the three years in the period ended September 30, 2002. Our audit included the financial
statement schedule listed in the index on Item 14(a) as of and for the three year period ended September 30,
2002. These financial statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and schedule referred to above present fairly, in all material
respects, the consolidated financial position of Rock-Tenn Company at September 30, 2002 and 2001, and the
consolidated results of its operations and its cash flows for each of the three years in the period ended
September 30, 2002, in conformity with accounting principles generally accepted in the United States.
As discussed in Note 1 to the consolidated financial statements, the Company adopted Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," in fiscal 2002.
ERNST & YOUNG LLP
Atlanta, Georgia
October 24, 2002
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