10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2002

Commission File Number 1-5277

BEMIS COMPANY, INC.

(Exact name of registrant as specified in its charter)

Missouri	43-0178130
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
222 South 9th Street, Suite 2300 Minneapolis, Minnesota	55402-4099
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (612) 376-3000

Indicate by check mark whether the registrant has:  (1) 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, and (2) has been subject to such filing requirements for the past 90 days.

YES        ý       NO       o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

52,941,693 shares of Common Stock, $.10 par value, on November 4, 2002

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The financial statements, enclosed as Exhibit 19, are incorporated by reference into this Form 10-Q.  In the opinion of management, the financial statements reflect all adjustments (all of which are normal and recurring) necessary to a fair statement of the results for the three and nine month periods ended September 30, 2002.

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

Results of Operations – Third Quarter 2002

Net sales for the third quarter of 2002 were $601.0 million compared to $575.6 million for the third quarter of 2001, an increase of 4.4 percent or $25.4 million.  Net income was $43.3 million for the third quarter of 2002 compared to $36.1 million for the same quarter in 2001, an increase of 20.2 percent or $7.3 million.  Diluted earnings per share for the third quarter of 2002 and 2001 were $0.81 and $0.68, respectively.  As more fully explained in Note 3 to the financial statements included with this Form 10-Q, the January 2002 adoption of Statement of Financial Accounting Standard (SFAS) No. 142, “Goodwill and Other Intangible Assets” would have increased diluted earnings per share for the third quarter of 2001 by $0.05 had the nonamortization provisions of SFAS No. 142 been applied in that period.

Net sales for the flexible packaging business segment were $477.5 million for the current quarter, compared with $456.7 million during the third quarter of 2001.  Net sales increases from the acquisition of Duralam, Inc. in September 2001 and Bemis Clysar on July 31, 2002, were partially offset by lower sales in the polyethylene product lines.  Less favorable price and sales mix resulted in lower net sales for the polyethylene and paper product lines.  Within the flexible packaging business segment, the high barrier product line led with unit volume growth and an improved price and sales mix. Operating profit for flexible packaging increased 8.5 percent to $76.1 million from the third quarter of 2001.  This improvement results from better waste control, improved material costs management, and lower manufacturing costs from improved plant efficiency as well as from the impact of the accounting treatment for goodwill, which is more fully discussed in Note 7 to the financial statements included with this Form 10-Q.  As a percent of net sales, operating profit increased to 15.9 percent from 15.4 percent a year ago.

Third quarter net sales for the pressure sensitive materials business segment were $123.5 million, an increase of 3.9 percent from the third quarter of 2001.  Roll label sales volume increases in North America and Europe, compared to the third quarter of 2001, were more than offset by the price mix impact.  Improvements in the price mix for graphic and technical products were partially offset by lower volume.  Operating profit increased to $4.9 million or 4.0 percent of sales compared with $2.1 million last year.  This improvement results from a more efficient organizational structure, the implementation of six sigma initiatives to improve manufacturing efficiencies, and increased sales volume.

Selling, general, and administrative expenses increased $7.0 million during the third quarter of 2002 compared to the third quarter of 2001.  Higher pension and health care costs, increased costs from business unit acquisitions, and increased accruals for incentive programs given the improved 2002 performance largely account for this expense increase.  The $1.7 million increase in research and development expense occurred principally within the flexible packaging business segment and reflects an increased focus throughout the Company to more completely capture this element of cost.  Lower interest rates resulted in a

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$3.2 million drop in interest expense.  The favorable comparison of other cost (income) is principally due to improved performance experienced by the Company’s Brazilian joint venture supplemented by lower currency exchange losses during the current quarter.

Results of Operations - Nine Months Ended September 30, 2002

Net sales for the nine-month period of 2002 were $1.74 billion compared to $1.73 billion for the same period in 2001, an increase of 0.2 percent.  Net income was $122.2 million for 2002 compared to $101.2 million for the same nine-month period in 2001, an increase of 20.7 percent.  Diluted earnings per share for the first nine months of 2002 and 2001 were $2.28 and $1.91, respectively.  As more fully explained in Note 3 to the financial statements included with this Form 10-Q, the January 2002 adoption of SFAS No. 142, “Goodwill and Other Intangible Assets” would have increased diluted earnings per share for the first nine months of 2001 by $0.13 had the nonamortization provisions of SFAS No. 142 been applied in that period.

Net sales for flexible packaging operations increased $3.3 million or 0.2 percent while operating income increased $12.9 million or 6.3 percent.  Net sales gains from the September 2001 Duralam, Inc. acquisition and the Bemis Clysar acquisition on July 2002, were partially offset by lower net sales for the polyethylene and paper product lines, and operating income was favorably affected by the change in accounting treatment for goodwill, which is more fully discussed in Note 7 to the financial statements included with this Form 10-Q.

Net sales for pressure sensitive materials increased $0.7 million while operating income increased $10.6 million reflecting positive results from a continuing focus on costs control through manufacturing and administrative efficiencies initiated in 2001 as well as the accounting treatment for goodwill.  In addition, last year’s results also reflect $2.6 million of one-time charges in connection with adjustments to the organizational structure of this business segment.

The selling, general, and administrative expenses increased $13.5 million for the first nine-month period of 2002 compared to the same 2001 period.  In addition to costs associated with recent business unit acquisitions, increased accounts receivable reserves and write-offs, due to customer bankruptcy actions, increased salary and benefit costs, due in part to higher pension and health insurance costs, and increased accruals for incentive programs, due to the improved 2002 performance, largely account for this expense increase.  Lower interest rates resulted in a $14.3 million drop in interest expense.  The favorable comparison of other cost (income) is principally due to improved performance associated with the Company’s flexible packaging joint venture in Brazil and lower currency exchange losses partially offset by gains associated with the first quarter 2001 sale of a paper packaging manufacturing site.  The effective tax rates for the first nine months of 2002 and 2001 were 38.0 percent and 38.3 percent, respectively.

Financial Condition

Net cash provided by operating activities for the first nine months of 2002 was $205.1 million of which net income and depreciation and amortization were the principal sources.  Cash flow from operating activities during the first nine months of 2002 was approximately $17.8 million less than that experienced during the same period of 2001 principally due to increases in working capital during the current period versus working capital decreases during the corresponding 2001 period.  Investing activities used net cash totaling $201.3 million principally for a business unit acquisition as well as property and equipment additions.  Financing activities provided $19.2 million principally from a net increase in debt offset by

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shareholder dividends.  Total capital additions for 2002 are expected to range from $90.0 million to $100.0 million.  Working capital changes since December 31, 2001, reflect normal seasonal fluctuations plus the one-time growth resulting from the Bemis Clysar business unit acquisition.  The fair value of the interest rate swaps at September 30, 2002, is $31.5 million in favor of Bemis versus $1.3 million in favor of the bank at December 31, 2001.  This favorable condition accounts for the increase in deferred charges and other assets and a portion of the increase in long-term debt.  For a more detailed description of the interest rate swap arrangements, see Note 10 to the consolidated financial statements included in the Company’s 2001 Annual Report.  The remaining increase in debt is directly related to the acquisition of Bemis Clysar during the third quarter.

Principal cash flow items for the nine months ended September 30, 2002, are as follows:

	Millions
Net income	$	122.2
Depreciation and amortization	88.7
Deferred income taxes, non-current portion	7.8
Net increase in working capital	(15.2		)
Additions to property and equipment	(60.0		)
Business acquisition	(141.9		)
Change in debt	60.5
Cash dividends paid	(41.3		)
Other	3.6
Net increase in cash	24.4
Cash balance at beginning of year	35.1
Cash balance at end of period	$	59.5

Explanation of Terms Describing the Registrant’s Products

Barrier laminate – A multilayer plastic film made by laminating two or more films together with the use of glue or a molten plastic to achieve a barrier for the planned package contents.

Blown film – A plastic film that is extruded through a round die in the form of a tube and then expanded by a column of air in the manufacturing process.

Cast film – A plastic film that is extruded through a straight slot die as a flat sheet during its manufacturing process.

Coextruded film – A multiple layer extruded plastic film.

Controlled atmosphere packaging – A package which limits the flow of elements, such as oxygen or moisture, into or out of the package.

Decorative products – Pressure sensitive materials used for decorative signage, promotional items, and displays and advertisements.

Flexible polymer film – A non-rigid plastic film.

Flexographic printing – The most common flexible packaging printing process in North America using a raised rubber or alternative material image mounted on a printing cylinder.

High Barrier Products – A grouping of Bemis products that provide protection and extend the shelf life of the contents of the package.  These products provide this protection by combining different types of plastics and chemicals into a multilayered plastic package.  These products protect the contents from such things as moisture, sunlight, odor, or other elements.

In-line overlaminating capability – The ability to add a protective coating to a printed material during the printing process.

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Modified atmosphere packaging – A package in which the atmosphere inside the package has been modified by a gas such as nitrogen.

Monolayer film – A single layer extruded plastic film.

Multiwall paper bag – A package made from two or more layers of paper.

Polyolefin shrink film – A packaging film consisting of polyethylene and/or polypropylene resins extruded via the blown process.  The film can be irradiated in a second process to cross link the molecules for added strength, durability, and toughness.  The product is characterized by thin gauge, high gloss, sparkle, transparency, and good sealing properties.

Pressure sensitive material – A material with adhesive such that upon contact with another material it will stick.

Printing products – Pressure sensitive materials made up and sold in roll form.

Rotogravure printing – A high quality, long run printing process utilizing a metal cylinder.

Sheet products – Pressure sensitive materials cut into sheets and sold in sheet form.

Stretch film – A plastic film used to wrap pallets in the shipping process, which has significant ability to stretch.

Technical products – Technically engineered pressure sensitive materials used primarily for fastening and mounting functions.

Thermoformed plastic packaging – A package formed by applying heat to a film to shape it into a tray or cavity and then placing a flat film on top of the package after it has been filled.

UV inhibitors – Chemicals which protect against ultraviolet rays.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain estimates, predictions, and other “forward-looking statements” as  that term  is  defined  under  the Private Securities Litigation  Reform Act of 1995, and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended.  The words “believe”, “expect”, “anticipate”, “intend”, “estimate”, “target”, “may”, “will”, “plan”, “project”, “should”, “continue”, or the negative thereof or other similar expressions, or discussions of future goals or aspirations, which are  predictions of or indicate future events and trends and which do not relate to historical matters, identify forward-looking statements.  Such statements are based on information available to management as of the time of such statements and relate to, among other things, expectations of the business environment in which the Company operates, projections of future performance, perceived opportunities in the market, and statements regarding the Company’s mission and vision.  Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results, performance, or achievements of the Company to differ materially from anticipated future results, performance, or achievements expressed or implied by such forward-looking statements.  The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Factors that could cause actual results to differ from those expected include, but are not limited to, general economic conditions such as inflation, interest rates, and foreign currency exchange rates; results from acquisitions may differ from what the Company anticipates; competitive conditions within the Company’s markets, including the acceptance of new and existing products offered by the Company; price changes for raw materials and the ability of the Company to pass these price changes on to its customers or otherwise manage commodity price fluctuation risks; the presence of adequate cash available for investment in the Company’s business in order to maintain desired debt levels; unanticipated consequences of the European Monetary Union’s conversion to the euro; changes in governmental regulation, especially in the areas of environmental, health and safety matters, and foreign investment; unexpected outcomes in the Company’s current and future litigation proceedings; and changes in the Company’s labor relations.

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These and other risks, uncertainties, and assumptions identified from time to time in the Company’s filings with the Securities and Exchange Commission, including without limitation, its Annual Report on Form 10-K and its quarterly reports on Form 10-Q, could cause the Company’s actual future results to differ materially from those projected in the forward-looking statements.  In addition, the Company’s actual future results could differ materially from those projected in the forward-looking statement as a result of changes in the assumptions used in making such forward-looking statements.

ITEM 4.  CONTROLS AND PROCEDURES

Company management, under the direction, supervision, and involvement of the Chief Executive Officer and the Chief Financial Officer, has reviewed and evaluated, within 90 days of the filing of this Form 10-Q, disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) in place throughout the Company.  Based on this review and evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that disclosure controls and procedures in place throughout the Company are effective and can be relied upon to gather, analyze, and disclose all information that is required to be disclosed in the Company’s Exchange Act reports.  There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation and as of the date of the filing of this Form 10-Q.

PART II - - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

In accordance with Section 10A of the Securities Exchange Act of 1934, as amended by Section 202 of the Sarbanes-Oxley Act of 2002, the Company’s Audit Committee, early in the fourth quarter, approved up to $150,000 for non-audit services to be performed by PricewaterhouseCoopers LLP, the Company’s independent auditors, as follows:  (1) due diligence and related accounting services related to acquisitions and divestiture; (2) tax-related services; and (3) other accounting consultations and assistance.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)	The following exhibits are filed as part of the report:
	3(a)	Restated Articles of Incorporation of the Registrant, as amended. (1)
	3(b)	By-Laws of the Registrant, as amended through October 25, 2001. (2)
	4(a)	Rights Agreement, dated as of July 29, 1999, between the Registrant and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association). (3)
	4(b)	Form of Indenture dated as of June 15, 1995, between the Registrant and U.S. Bank Trust National Association (formerly known as First Trust National Association), as Trustee. (4)
	10(a)	Bemis Company, Inc. 1987 Amended and Restated Stock Option Plan as of October 29, 1999.  * (5)
	10(b)	Bemis Company, Inc. 1994 Stock Incentive Plan, Amended and Restated as of August 4, 1999.  * (6)
	10(c)	Bemis Company, Inc. Form of Management Contract with the Chief Executive Officer and other Executive Officers.  * (5)

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10(d)	Bemis Retirement Plan, Amended and Restated as of August 25, 2000.  * (7)
10(e)	Bemis Company, Inc. Supplemental Retirement Plan, Amended and Restated as of December 31, 1999.  * (7)
10(f)	Bemis Executive Officer Incentive Plan as of October 29, 1999.  * (5)
10(g)	Bemis Company, Inc. Long Term Deferred Compensation Plan, Amended and Restated as of August 4, 1999.  * (6)
10(h)	Bemis Company, Inc. 1997 Executive Officer Performance Plan.  * (1)
10(i)	Fourth Amended and Restated Credit Agreement among the Registrant, the various financial institutions named therein and Morgan Guaranty Trust Company of New York, as Agent, originally dated as of August 1, 1986, Amended and Restated in Composite Copy  as of August 2, 1999. (5)
10(j)	First Amendment, dated as of June 21, 2000, to the Fourth Amended and Restated Credit Agreement dated as of August 2, 1999, among the Registrant, the various financial institutions named therein and Morgan Guaranty Trust Company of New York, as Agent. (8)
10(k)	Second Amendment, dated as of August 1, 2001, to the Fourth Amended and Restated Credit Agreement dated as of August 2, 1999, among the Registrant, the various financial institutions named therein and Morgan Guaranty Trust Company of New York, as Agent. (9)
10(l)	Bemis Company, Inc. 2001 Stock Incentive Plan.  * (10)
10(m)	Credit Agreement, dated as of January 11, 2002, among the Registrant, the various banks listed therein, and Bank One, NA, as Administrative Agent. (9)
19	Reports Furnished to Security Holders.
99	Certification under section 906 of the Sarbanes-Oxley Act of 2002.

	*	Management contract, compensatory plan or arrangement filed pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under the Securities Exchange Act of 1934.
	(1)	Incorporated by reference to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 1997 (File No. 1-5277).
	(2)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (File No. 1-5277).
	(3)	Incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed on August 4, 1999 (File No. 1-5277).
	(4)	Incorporated by reference to the Registrant’s Current Report on Form  8-K dated June 30, 1995 (File No. 1-5277).
	(5)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 1-5277).
	(6)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-5277).
	(7)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-5277).
	(8)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed August 3, 2001 (File No. 1-5277).
	(9)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-5277).
	(10)	Incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 19, 2001 (File No. 1-5277).
(b)	The Company made two Form 8-K filings during the quarter ended September 30, 2002.  The first filing, dated August 7, 2002, contained the one-time CEO and CFO certifications mandated by the Securities and Exchange Commission order dated June 27, 2002.  The second filing, dated August 21, 2002, contained the press release announcing the agreements to sell the

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Company’s worldwide pressure sensitive materials business and to purchase a European flexible packaging business.  These transactions are further discussed in Note 5 and Note 6 to the financial statements included with this Form 10-Q.

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.

	BEMIS COMPANY, INC.
By  /s/ Gene C. Wulf	By  /s/ Stanley A. Jaffy
Gene C. Wulf, Vice President, Chief Financial Officer and Treasurer	Stanley A. Jaffy, Vice President and Controller
November 5, 2002	November 5, 2002

CERTIFICATIONS

I, Jeffrey H. Curler, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Bemis Company, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the

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registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.  The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date   November 5, 2002	By  /s/ Jeffrey H. Curler
	Jeffrey H. Curler, President and Chief Executive Officer

I, Gene C. Wulf, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Bemis Company, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the

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equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.  The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date  November 5, 2002	By  /s/ Gene C. Wulf
	Gene C. Wulf, Vice President, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit	Description	Form of Filing
3(a)	Restated Articles of Incorporation of the Registrant, as amended.  (1)
3(b)	By-Laws of the Registrant, as amended through October 25, 2001. (2)
4(a)	Rights Agreement, dated as of July 29, 1999, between the Registrant and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association).  (3)
4(b)	Form of Indenture dated as of June 15, 1995, between the Registrant and U.S. Bank Trust National Association (formerly known as First Trust National Association), as Trustee.  (4)
10(a)	Bemis Company, Inc. 1987 Amended and Restated Stock Option Plan as of October 29, 1999.  * (5)
10(b)	Bemis Company, Inc. 1994 Stock Incentive Plan, Amended and Restated as of August 4, 1999.  * (6)
10(c)	Bemis Company, Inc. Form of Management Contract with the Chief Executive Officer and other Executive Officers.  * (5)
10(d)	Bemis Retirement Plan, Amended and Restated as of August 25, 2000.  * (7)
10(e)	Bemis Company, Inc. Supplemental Retirement Plan, Amended and Restated as of December 31, 1999.  * (7)
10(f)	Bemis Executive Officer Incentive Plan as of October 29, 1999.  * (5)
10(g)	Bemis Company, Inc. Long Term Deferred Compensation Plan, Amended and Restated as of August 4, 1999.  * (6)
10(h)	Bemis Company, Inc. 1997 Executive Officer Performance Plan.  * (1)
10(i)	Fourth Amended and Restated Credit Agreement among the Registrant, the Banks Listed therein and Morgan Guaranty Trust Company of New York as Agent, originally dated as of August 1, 1986, Amended and Restated in Composite Copy as of August 2, 1999. (5)

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10(j)	First Amendment, dated as of June 21, 2000, to the Fourth Amended and Restated Credit Agreement dated as of August 2, 1999, among the Registrant, the various financial institutions named therein and Morgan Guaranty Trust Company of New York, as Agent. (8)
10(k)	Second Amendment, dated as of August 1, 2001, to the Fourth Amended and Restated Credit Agreement dated as of August 2, 1999, among the Registrant, the various financial institutions named therein and Morgan Guaranty Trust Company of New York, as Agent. (9)
10(l)	Bemis Company, Inc. 2001 Stock Incentive Plan.  * (10)
10(m)	Credit Agreement, dated as of January 11, 2002, among the Registrant, the various banks listed therein, and Bank One, NA, as Administrative Agent. (9)
19	Reports Furnished to Security Holders.	Filed Electronically
99	Certification under section 906 of the Sarbanes-Oxley Act of 2002.	Filed Electronically

*	Management contract, compensatory plan or arrangement filed pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under the Securities Exchange Act of 1934.
(1)	Incorporated by reference to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 1997 (File No. 1-5277).
(2)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (File No. 1-5277).
(3)	Incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed on August 4, 1999 (File No. 1-5277).
(4)	Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277).
(5)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 1-5277).
(6)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-5277).
(7)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-5277).
(8)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed August 3, 2001 (File No. 1-5277).
(9)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-5277).
(10)	Incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 19, 2001 (File No. 1-5277).

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EX-19

EXHIBIT 19 - FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share amounts)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2002			2001		2002			2001
Net sales	$	601,019		$	575,570	$	1,738,470		$	1,734,534
Costs and expenses:
Cost of products sold	468,740			458,000		1,345,927			1,377,453
Selling, general, and administrative expenses	54,478			47,476		170,001			156,514
Research and development	4,772			3,042		13,088			8,230
Interest expense	3,827			7,017		11,673			25,942
Other costs (income), net	(955		)	1,298		(59		)	1,862
Minority interest in net income	309			176		706			396
Income before income taxes	69,848			58,561		197,134			164,137
Provision for income taxes	26,500			22,500		74,900			62,900
Net income	$	43,348		$	36,061	$	122,234		$	101,237
Basic earnings per share of common stock	$	.82		$	.68	$	2.31		$	1.92
Diluted earnings per share of common stock	$	.81		$	.68	$	2.28		$	1.91
Cash dividends paid per share of common stock	$	.26		$	.25	$	.78		$	.75
Weighted-average common shares outstanding	52,942			52,821		52,933			52,812
Weighted-averaged common shares and common stock equivalents outstanding	53,749			53,203		53,708			53,028

See accompanying notes to consolidated financial statements.

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

	September 30, 2002			December 31, 2001
ASSETS
Cash	$	59,470		$	35,101
Accounts receivable, net	294,901			258,397
Inventories, net	288,026			259,755
Prepaid expenses	36,945			33,644
Total current assets	679,342			586,897
Property and equipment, net	873,703			852,720
Goodwill	455,710			333,275
Other intangible assets, net	53,081			88,614
Deferred charges and other assets	99,349			61,468
Total	608,140			483,357
TOTAL ASSETS	$	2,161,185		$	1,922,974
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	795		$	3,572
Short-term borrowings	1,490			2,091
Accounts payable	201,318			173,766
Accrued salaries and wages	56,909			45,241
Accrued income and other taxes	20,232			13,512
Total current liabilities	280,744			238,182
Long-term debt, less current portion	692,367			595,249
Deferred taxes	130,968			121,979
Deferred credits and other liabilities	83,221			79,288
Total liabilities	1,187,300			1,034,698
Minority interest	4,213			2,128
Stockholders’ equity:
Common stock issued and outstanding (61,342,842 and 61,270,317 shares)	6,134			6,127
Capital in excess of par value	248,168			244,978
Retained income	1,022,979			942,019
Other comprehensive income (loss)	(57,265		)	(56,659		)
Common stock held in treasury at cost (8,401,149 and 8,400,388 shares)	(250,344		)	(250,317		)
Total stockholders’ equity	969,672			886,148
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,161,185		$	1,922,974

See accompanying notes to consolidated financial statements.

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Nine Months Ended September 30,
	2002			2001
Cash flows from operating activities
Net income	$	122,234		$	101,237
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	88,678			94,774
Minority interest in net income	706			396
Deferred income taxes, non-current portion	7,748			6,871
Losses of unconsolidated affiliated companies	539			2,599
Tax benefits related to stock incentive programs	375			1,400
Loss (gain) on sale of property and equipment	948			492
Changes in working capital, net of effects of acquisitions	(15,196		)	19,853
Net change in deferred charges and credits	(907		)	(4,672		)
Net cash provided (used) by operating activities	205,125			222,950
Cash flows from investing activities
Additions to property and equipment	(59,959		)	(91,573		)
Business acquisition	(141,887		)	(72,614		)
Proceeds from sale of property and equipment	547			636
Net cash provided (used) by investing activities	(201,299		)	(163,551		)
Cash flows from financing activities
Change in long-term debt	64,143			215,044
Change in short-term debt	(3,667		)	(229,287		)
Cash dividends paid	(41,274		)	(39,614		)
Common stock purchased for the treasury				(1,226		)
Net cash provided (used) by financing activities	19,202			(55,083		)
Effect of exchange rates on cash	1,341			984
Net increase in cash	24,369			5,300
Cash balance at beginning of year	35,101			28,910
Cash balance at end of period	$	59,470		$	34,210

See accompanying notes to consolidated financial statements.

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)	Common Stock		Capital In Excess Of Par Value		RetainedEarnings			AccumulatedOtherComprehensive Income (Loss)			Common Stock Held In Treasury			Total Stockholders’ Equity
Balance at December 31, 1999	$	5,910	$	181,957	$	775,011		$	(30,644	)	$	(206,339	)	$	725,895
Net income for 2000					130,602									130,602
Translation adjustment for 2000								(19,178		)				(19,178		)
Pension liability adjustment, net of $(642) tax benefit								(33		)				(33		)
Total comprehensive income														111,391
Cash dividends paid on common stock $.96 per share					(51,107		)							(51,107		)
1,730,952 shares of common stock issued in acquisition of minority interest	173		54,676											54,849
Stock incentive programs and related tax effects	14		467											481
Purchase of 1,460,900 shares of common stock											(42,752		)	(42,752		)
Balance at December 31, 2000	6,097		237,100		854,506			(49,855		)	(249,091		)	798,757
Net income for 2001					140,325									140,325
Translation adjustment for 2001								(6,634		)				(6,634		)
Pension liability adjustment, net of $(108) tax benefit								(170		)				(170		)
Total comprehensive income														133,521
Cash dividends paid on common stock, $1.00 per share					(52,812		)							(52,812		)
Stock incentive programs and related tax effects	30		7,878											7,908
Purchase of 30,000 shares of common stock											(1,226		)	(1,226		)
Balance at December 31, 2001	6,127		244,978		942,019			(56,659		)	(250,317		)	886,148
Net income for the first nine months of 2002					122,234									122,234
Translation adjustment for the first nine months of 2002								(606		)				(606		)
Total comprehensive income*														121,628
Cash dividends paid on common stock, $.78 per share					(41,274		)							(41,274		)
Stock incentive programs and related tax effects	7		3,190											3,197
Common stock transaction (761 shares) related to an escrow settlement of a previous subsidiary company acquisition											(27		)	(27		)
Balance at September 30, 2002	$	6,134	$	248,168	$	1,022,979		$	(57,265	)	$	(250,344	)	$	969,672

*Total comprehensive income for the third quarter of 2002 and 2001 was $39,652 and $37,219, respectively, and was $92,746 for the first nine months of 2001.

See accompanying notes to consolidated financial statements.

BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by Bemis Company, Inc. (the Company) in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair financial statement presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

For further information, refer to the consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2001.

Note 2 – New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations”, which provides accounting requirements for retirement obligations associated with tangible long-lived assets. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002.  Management believes the adoption of SFAS No. 143 will not have a material impact on the Company’s financial position or results of operations.

In October 2001, the FASB issued SFAS No. 144, “Accounting for Impairment of Long-Lived Assets”.  SFAS No. 144, effective for financial statements for fiscal years beginning after December 15, 2001, addresses issues relating to the implementation of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of”, and develops a single accounting model for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired. The adoption of SFAS No. 144 on January 1, 2002, did not have a material impact on the Company’s financial position or results of operations.

Note 3 – Adoption of SFAS No. 142, “Goodwill and Other Intangible Assets”

Effective January 1, 2002, the Company adopted the reporting requirements of SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets,” and, as required for acquisitions after June 30, 2001, applied its requirements to the purchase of Duralam, Inc. which was completed on September 7, 2001, and to the purchase of Bemis Clysar (see Note 4) which was completed on July 31, 2002.  Under SFAS No. 142, goodwill and indefinite-lived intangible assets are no longer amortized but are reviewed at least annually for impairment.  Contractual or separable intangible assets that have finite useful lives will continue to be amortized over their useful lives.

SFAS No. 142 requires that goodwill be tested for impairment at the reporting unit level at adoption and at least annually thereafter, utilizing a two-step methodology.  The initial step requires the Company to determine the fair value of each reporting unit and compare it to the carrying value, including goodwill, of

such unit.  If the fair value exceeds the carrying value, no impairment loss would be recognized.  However, if the carrying value of the reporting unit exceeds its fair value, the goodwill of this unit may be impaired.  The amount, if any, of the impairment would then be measured in the second step.

In connection with adopting this standard as of January 1, 2002, during the first quarter, the Company completed step one of the test for impairment, which indicated that the carrying value of each reporting unit was less than their estimated fair values, as determined utilizing various evaluation techniques including discounted cash flow and comparative market analysis.  Accordingly, step two was not required.  We also reassessed the useful lives and the classification of our identifiable intangible assets and determined that they continue to be appropriate.

Changes in the carrying amount of goodwill attributable to each reportable operating segment follows:

(in thousands)	Flexible Packaging Segment			Pressure Sensitive Materials Segment		Total
Reported balance at December 31, 2001	$	293,898		$	39,377	$	333,275
Intangible assets reclassified into goodwill at January 1, 2002	21,220			11,331		32,551
Goodwill acquired during 2002	95,027					95,027
Currency translation and other adjustments	(5,143		)			(5,143		)
Reported goodwill balance at September 30, 2002	$	405,002		$	50,708	$	455,710

Goodwill acquired during 2002 reflects the acquisition discussed at Note 4.  Independent valuation consultants are currently conducting their reviews to assist management in defining and valuing assets acquired, including intangible assets.  The independent valuation is expected to be completed during the fourth quarter of 2002 and appropriate reclassification from goodwill to intangible assets will be made to reflect that final valuation.

The components of amortized intangible assets follow:

	September 30, 2002					December 31, 2001
Intangible Asset	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
(in thousands)
Intangible assets reclassified into goodwill						35,760		(3,209		)
Contract based	20,158		(4,940		)	19,773		(3,331		)
Technology based	42,902		(5,039		)	43,071		(3,450		)
Reported balance	$	63,060	$	(9,979	)	$	98,604	$	(9,990	)

Amortization expense for intangible assets during the first nine months of 2002 was $3.8 million.  Estimated amortization expense for the remainder of 2002 is $1.9 million; for 2003, 2004, and 2005 is $6.2 million each year; for 2006 is $6.1 million; and for 2007 is $6.0 million.  These estimates of future

amortization will be adjusted during the fourth quarter to reflect receipt of final valuations of business unit acquisitions discussed by Note 4 and Note 6.

Actual quarterly and year-to-date results of operations for the periods ended September 30, 2002, and pro forma results of operations for the same comparative periods ended September 30, 2001, had we applied the nonamortization provisions of SFAS No. 142 in that period follow:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2002		2001		2002		2001
Reported net income	$	43,348	$	36,061	$	122,234	$	101,237
Add back amortization, net of tax, for:
Goodwill			2,008				5,922
Intangible assets reclassified into goodwill			453				1,020
Adjusted net income	$	43,348	$	38,522	$	122,234	$	108,179
Basic earnings per share:
Reported net income	$	0.82	$	0.68	$	2.31	$	1.92
Goodwill amortization			0.04				0.11
Intangible assets reclassified into goodwill			0.01				0.02
Adjusted net income	$	0.82	$	0.73	$	2.31	$	2.05
Diluted earnings per share:
Reported net income	$	0.81	$	0.68	$	2.28	$	1.91
Goodwill amortization			0.04				0.11
Intangible assets reclassified into goodwill			0.01				0.02
Adjusted net income	$	0.81	$	0.73	$	2.28	$	2.04

Note 4 – Acquisition of Clysar®

On July 31, 2002, the Company acquired the global Clysar® shrink film business of E.I. duPont de Nemours and Company.  This business, now known as Bemis Clysar, Inc., is a global supplier of premium polyolefin shrink film used primarily in total over-wrap applications for the display, protective packaging, and food markets.  The business, which operates plants in Clinton, Iowa, and Le Trait, France, is part of the high barrier product line of our flexible packaging segment and is expected to contribute annual sales in excess of $100.0 million.  The cash purchase price of $142.0 million, subject to working capital adjustments, is accounted for under the purchase method of accounting.  The fair value of assets acquired was $150.3 million and liabilities assumed totaled $8.3 million.

Note 5 – Business divestiture, update

On August 21, 2002, Bemis Company, Inc. announced that it had signed a definitive agreement to sell its pressure sensitive materials business, known as Morgan Adhesives Company (MACtac), to UPM-Kymmene.  The sale of MACtac, for the cash price of $420 million, includes all elements of Bemis’ global pressure sensitive materials business including manufacturing facilities in Columbus, Indiana; Nellis, Nevada; Hopkins, Minnesota; Stow, Ohio; Scranton, Pennsylvania; San Luis Potosi, Mexico; and Soignies,

Belgium.  MACtac had net sales and operating income of approximately $491 million and $12 million, respectively, in 2001.  UPM-Kymmene is a leading global paper manufacturer with an existing international pressure sensitive materials subsidiary, Raflatac.  This transaction is subject to customary closing conditions and regulatory approval.  Upon receipt of all regulatory approvals, which is not considered probable until received, the operations of MACtac will be presented as discontinued operations.

Approval from the European regulatory authorities was recently received and the exchange of information with the U.S. regulatory authority continues.  This transaction would be expected to close within 30 days after receipt of U.S. regulatory approval.

Note 6 – Subsequent event,  business acquisition

On August 21, 2002, Bemis Company, Inc. announced that it had signed a definitive agreement to acquire the Walki Films division of UPM-Kymmene.  Walki Films is a major European manufacturer of packaging films, specializing in high barrier vacuum and modified atmosphere packaging used primarily for packaging meat, cheese, and other fresh foods.  With annual net sales of about $120 million, Walki Films will more than double the current level of Bemis’ flexible packaging sales in Europe.  The acquisition cash price of $69.0 million includes manufacturing plants in Valkeakoski, Finland and Epernon, France.  Because this transaction closed October 2, 2002, it is not reflected in these financial statements for the third quarter of 2002.

Note 7 – Segments of Business

The Company’s business activities are organized around its two principal business segments, Flexible Packaging and Pressure Sensitive Materials.  Both internal and external reporting conform to this organizational structure with no significant differences in accounting policies applied.  The Company evaluates the performance of its segments and allocates resources to them based on operating profit which is defined as profit before general corporate expense, interest expense, income taxes, and minority interest.  A summary of the Company’s business activities reported by its two business segments follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
Business Segments (in millions)	2002			2001			2002			2001
Net Sales by Reportable Segment:
Flexible Packaging	$	478.1		$	456.7		$	1,369.7		$	1,365.2
Pressure Sensitive Materials	123.7			118.9			370.2			369.4
Intersegment Sales:
Flexible Packaging	(0.6		)				(1.2		)	(0.1		)
Pressure Sensitive Materials	(0.2		)				(0.2		)
Net Sales to Unaffiliated Customers	$	601.0		$	575.6		$	1,738.5		$	1,734.5
Operating Profit and Pretax Profit:
Flexible Packaging	$	76.1		$	70.1		$	217.1		$	204.2
Pressure Sensitive Materials	4.9			2.1			17.2			6.5
Total operating profit	81.0			72.2			234.3			210.7
General corporate expenses	(7.1		)	(6.4		)	(24.8		)	(20.3		)
Interest expense	(3.8		)	(7.0		)	(11.7		)	(25.9		)
Minority interest in net income	(0.3		)	(0.2		)	(0.7		)	(0.4		)
Income before income taxes	$	69.8		$	58.6		$	197.1		$	164.1
Identifiable Assets:
Flexible Packaging							$	1,677.0		$	1,549.1
Pressure Sensitive Materials							359.5			354.3
Total identifiable assets							2,036.5			1,903.4
Corporate assets							124.7			73.9
Total							$	2,161.2		$	1,977.3

The adoption of SFAS No. 142 on January 1, 2002, more fully discussed by Note 3, favorably impacted each segment’s 2002 operating profit.  Had we applied the nonamortization provisions of SFAS No. 142 for the comparative 2001 periods, third quarter and year-to-date operating income for each segment would have increased as follows:

	Three Months Ended September 30,			Nine Months Ended September 30,
Business Segments  (in millions)	2002	2001		2002	2001
Pro forma operating profit  improvement
Flexible Packaging		$	2.8		$	8.0
Pressure Sensitive Materials		0.6			1.8
Total pro forma improvement		$	3.4		$	9.8

Note 8 – Inventories

The Company’s inventories are valued at the lower of cost, determined by the first-in, first-out (FIFO) method, or market.  Inventories are summarized as follows:

(in thousands)	September 30, 2002			December 31, 2001
Raw materials and supplies	$	90,762		$	82,210
Work in process and finished goods	213,609			192,039
Total inventories, gross	304,371			274,249
Less inventory reserves	(16,345		)	(14,494		)
Total inventories, net	$	288,026		$	259,755

Note 9 – Taxes Based On Income

The Company’s 2002 effective tax rate of 38% differs from the federal statutory rate of 35% primarily due to state and local income taxes.

Note 10 – Earnings Per Share Computations

	Three Months Ended September 30,				Nine Months Ended September 30,
	2002		2001		2002		2001
Income available to common stockholders (numerator)	$	43,348,000	$	36,061,000	$	122,234,000	$	101,237,000
Weighted-average common shares outstanding (denominator)	52,941,693		52,821,001		52,933,439		52,812,044
Basic earnings per share of common stock	$	0.82	$	0.68	$	2.31	$	1.92
Dilutive effects of stock option and stock awards, net of windfall tax benefits	807,128		381,976		774,992		215,896
Weighted-average common shares and common stock equivalents outstanding (denominator)	53,748,821		53,202,977		53,708,431		53,027,940
Diluted earnings per share of common stock	$	0.81	$	0.68	$	2.28	$	1.91

                Certain options outstanding at September 30, 2002 and 2001, (1,247 shares and 155,000 shares, respectively) were not included in the computation of diluted earnings per share because they would not have had a dilutive effect.

EX-99

EXHIBIT 99

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that the quarterly report on Form 10-Q of Bemis Company, Inc. for the quarter ended September 30, 2002 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bemis Company, Inc.

/s/ Jeffrey H. Curler	/s/ Gene C. Wulf
Jeffrey H. Curler, President and Chief Executive Officer	Gene C. Wulf, Vice President, Chief Financial Officer and Treasurer
November 5, 2002	November 5, 2002