EX-19 3 a03-5050_1ex19.htm 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,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

661,983

 

$

601,019

 

$

1,970,707

 

$

1,738,470

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

530,329

 

468,740

 

1,571,620

 

1,345,927

 

Selling, general, and administrative expenses

 

62,892

 

54,478

 

193,211

 

170,001

 

Research and development

 

5,202

 

4,772

 

16,304

 

13,088

 

Interest expense

 

3,181

 

3,827

 

9,842

 

11,673

 

Other costs (income), net

 

3,580

 

(955

)

1,876

 

(59

)

Minority interest in net income

 

287

 

309

 

675

 

706

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

56,512

 

69,848

 

177,179

 

197,134

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

21,800

 

26,500

 

68,200

 

74,900

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

34,712

 

$

43,348

 

$

108,979

 

$

122,234

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock

 

$

.65

 

$

.82

 

$

2.05

 

$

2.31

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share of common stock

 

$

.64

 

$

.81

 

$

2.02

 

$

2.28

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share of common stock

 

$

.28

 

$

.26

 

$

.84

 

$

.78

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

53,113

 

52,942

 

53,081

 

52,933

 

 

 

 

 

 

 

 

 

 

 

Weighted-averaged common shares and common stock equivalents outstanding

 

53,898

 

53,749

 

53,845

 

53,708

 

 

See accompanying notes to consolidated financial statements.

 

1



 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

 

 

 

September 30,
2003

 

December 31,
2002

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash.

 

$

86,605

 

$

56,401

 

Accounts receivable, net

 

319,793

 

321,790

 

Inventories, net

 

324,308

 

308,344

 

Prepaid expenses

 

37,349

 

35,120

 

Total current assets

 

768,055

 

721,655

 

 

 

 

 

 

 

Property and equipment, net

 

899,498

 

909,953

 

 

 

 

 

 

 

Goodwill

 

451,854

 

448,009

 

Other intangible assets, net

 

71,612

 

76,176

 

Deferred charges and other assets

 

64,379

 

100,857

 

Total

 

587,845

 

625,042

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

2,255,398

 

$

2,256,650

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current portion of long-term debt

 

$

1,027

 

$

3,516

 

Short-term borrowings

 

5,778

 

1,714

 

Accounts payable

 

237,333

 

230,468

 

Accrued salaries and wages

 

72,709

 

71,610

 

Accrued income and other taxes

 

15,629

 

18,545

 

Total current liabilities

 

332,476

 

325,853

 

 

 

 

 

 

 

Long-term debt, less current portion

 

648,763

 

718,277

 

Deferred taxes

 

124,447

 

106,050

 

Deferred credits and other liabilities

 

81,951

 

143,056

 

Total liabilities

 

1,187,637

 

1,293,236

 

 

 

 

 

 

 

Minority interest

 

5,246

 

4,440

 

Stockholders’ equity:

 

 

 

 

 

Common stock issued and outstanding (61,513,910 and 61,344,887 shares)

 

6,151

 

6,134

 

Capital in excess of par value

 

254,672

 

248,206

 

Retained income

 

1,116,858

 

1,052,475

 

Other comprehensive income (loss)

 

(64,822

)

(97,497

)

Common stock held in treasury at cost (8,401,149 and 8,401,149 shares)

 

(250,344

)

(250,344

)

Total stockholders’ equity

 

1,062,515

 

958,974

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

2,255,398

 

$

2,256,650

 

 

See accompanying notes to consolidated financial statements.

 

2



 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

108,979

 

$

122,234

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

97,728

 

88,678

 

Minority interest in net income

 

675

 

706

 

Stock award compensation

 

8,180

 

11,366

 

Deferred income taxes

 

17,404

 

7,748

 

Loss (income) of unconsolidated affiliated companies

 

(1,824

)

539

 

Loss (gain) on sale of property and equipment

 

180

 

948

 

Restructuring related activities

 

7,188

 

 

 

Changes in working capital, net of effects of acquisitions

 

5,547

 

(14,821

)

Net change in deferred charges and credits

 

(31,505

)

(12,275

)

 

 

 

 

 

 

Net cash provided by operating activities

 

212,552

 

205,123

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Additions to property and equipment

 

(76,137

)

(59,959

)

Business acquisition adjustments, net of cash acquired

 

(1,185

)

(141,860

)

Proceeds from sales of property and equipment

 

298

 

547

 

 

 

 

 

 

 

Net cash used by investing activities

 

(77,024

)

(201,272

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Change in long-term debt

 

(66,790

)

64,143

 

Change in short-term debt

 

1,372

 

(3,667

)

Cash dividends paid to stockholders

 

(44,596

)

(41,272

)

Common stock recovered from business acquisition adjustment

 

 

 

(27

)

Stock incentive programs

 

213

 

 

 

 

 

 

 

 

 

Net cash (used) provided by financing activities

 

(109,801

)

19,177

 

 

 

 

 

 

 

Effect of exchange rates on cash

 

4,477

 

1,341

 

 

 

 

 

 

 

Net increase in cash

 

30,204

 

24,369

 

 

 

 

 

 

 

Cash balance at beginning of year

 

56,401

 

35,101

 

 

 

 

 

 

 

Cash balance at end of period

 

$

86,605

 

$

59,470

 

 

See accompanying notes to consolidated financial statements.

 

3



 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except share and per share amounts)

 

 

 

Common
Stock

 

Capital In
Excess Of
Par Value

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income (Loss)

 

Common
Stock Held
In Treasury

 

Total
Stockholders’
Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2000

 

$

6,097

 

$

237,100

 

$

854,506

 

$

(49,855

)

$

(249,091

)

$

798,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

140,325

 

 

 

 

 

140,325

 

Translation adjustment

 

 

 

 

 

 

 

(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

 

 

 

 

 

165,515

 

 

 

 

 

165,515

 

Translation adjustment

 

 

 

 

 

 

 

7,015

 

 

 

7,015

 

Pension liability adjustment, net of $29,313 tax benefit

 

 

 

 

 

 

 

(47,853

)

 

 

(47,853

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

124,677

 

Cash dividends paid on common stock $1.04 per share

 

 

 

 

 

(55,059

)

 

 

 

 

(55,059

)

Stock incentive programs and related tax effects

 

7

 

3,228

 

 

 

 

 

 

 

3,235

 

Common stock transaction, 761 shares related to an escrow settlement of a previous subsidiary acquisition

 

 

 

 

 

 

 

 

 

(27

)

(27

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2002

 

6,134

 

248,206

 

1,052,475

 

(97,497

)

(250,344

)

958,974

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the first nine months of 2003

 

 

 

 

 

108,979

 

 

 

 

 

108,979

 

Translation adjustment for the first nine months of 2003

 

 

 

 

 

 

 

32,675

 

 

 

32,675

 

Total comprehensive income*

 

 

 

 

 

 

 

 

 

 

 

141,654

 

Cash dividends paid on common stock, $.84 per share

 

 

 

 

 

(44,596

)

 

 

 

 

(44,596

)

Stock incentive programs and related tax effects

 

17

 

6,466

 

 

 

 

 

 

 

6,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2003

 

$

6,151

 

$

254,672

 

$

1,116,858

 

$

(64,822

)

$

(250,344

)

$

1,062,515

 

 


*       Total comprehensive income for the third quarter of 2003 and 2002 was $26,810 and $39,652 respectively, and was $121,628 for the first nine months of 2002.

 

See accompanying notes to consolidated financial statements.

 

4



 

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 accounting principles generally accepted in the United States of America 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, 2002.

 

Note 2 - Accounting for Stock-Based Compensation

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123.”  The Company is choosing to continue with its current practice of applying the recognition and measurement principles of APB No. 25, “Accounting for Stock Issued to Employees.”  The Company has adopted the disclosure requirements of SFAS No. 148 in its discussion of stock based employee compensation but the alternative transition options made available by the standard are not being implemented.

 

The intrinsic value method is used to account for stock-based compensation plans.  If compensation expense had been determined based on the fair value method with the pro forma compensation expense reflected over the vesting period, net income and income per share would have been adjusted to the pro forma amounts indicated below:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

(in thousands, except per share amounts)

 

2003

 

2002

 

2003

 

2002

 

Net income - as reported

 

$

34,712

 

$

43,348

 

$

108,979

 

$

122,234

 

Add:  Stock-based compensation expense included in net income, net of related tax effects

 

1,232

 

2,216

 

5,034

 

7,045

 

Deduct:  Total stock-based compensation expense determined under fair value, net of related tax effects

 

(1,599

)

(2,493

)

(6,140

)

(7,876

)

Net income - pro forma

 

$

34,345

 

$

43,071

 

$

107,873

 

$

121,403

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share - as reported

 

$

0.65

 

$

0.82

 

$

2.05

 

$

2.31

 

Basic earnings per share - pro forma

 

$

0.65

 

$

0.81

 

$

2.03

 

$

2.29

 

Diluted earnings per share - as reported

 

$

0.64

 

$

0.81

 

$

2.02

 

$

2.28

 

Diluted earnings per share - pro forma

 

$

0.64

 

$

0.80

 

$

2.00

 

$

2.26

 

 

5



 

Note 3 – Goodwill and Other Intangible Assets

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, 2002

 

$

397,301

 

$

50,708

 

$

448,009

 

Currency translation and other adjustments

 

3,845

 

 

 

3,845

 

Reported goodwill balance at September 30, 2003

 

$

401,146

 

$

50,708

 

$

451,854

 

 

 

The components of amortized intangible assets follow:

 

 

 

September 30, 2003

 

December 31, 2002

 

(in thousands)

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Intangible Assets

 

 

 

 

 

 

 

 

 

Contract based

 

$

15,323

 

$

(4,248

)

$

15,323

 

$

(3,233

)

Technology based

 

52,328

 

(7,373

)

52,034

 

(5,285

)

Marketing related

 

8,359

 

(1,001

)

9,075

 

(292

)

Customer based

 

9,752

 

(1,528

)

9,367

 

(813

)

Reported balance

 

$

85,762

 

$

(14,150

)

$

85,799

 

$

(9,623

)

 

Amortization expense for intangible assets during the first nine months of 2003 was $4.5 million.  Estimated amortization expense for the remainder of 2003 is $1.4 million; for 2004, 2005, and 2006 is $5.7 million each year; and $5.6 million for 2007 and 2008 each.

 

Note 4 – Restructuring of Operations

In July 2003, the Company committed to a plan to close three flexible packaging plants:  Murphysboro, Illinois; Union City, California; and Prattville, Alabama.  The closure of these plants, together with related support staff and capacity reductions within the flexible packaging business segment, will reduce fixed costs and improve capacity utilization elsewhere in the Company.

 

During the third quarter 2003, manufacturing activity at the three plants was concluded with customer order fullfillment absorbed by other facilities within the flexible packaging segment.  Actual costs incurred for employee severance, accelerated depreciation, equipment relocation, and other related restructuring costs totaled $10.8 million, of which $5.3 million is included in cost of products sold and $5.5 million is included in other costs (income).  The $5.3 million in cost of products sold primarily relates to accelerated depreciation while the $5.5 million in other costs (income) primarily relates to employee severance and related costs.  Of the total charge, $3.6 million was paid in cash with $7.2 million in non-cash charges.  Exit costs are expected to continue throughout the next two quarters as clean-up and disposal of these three excess facilities occurs.  Current estimates of future flexible packaging restructuring and related charges range from $0.02 to $0.04 per diluted share for the fourth quarter and from $0.01 to $0.02 in 2004.

 

An analysis of restructuring accrual activity follows:

 

6



 

(in thousands)

 

Employee
Costs

 

Accelerated
Depreciation

 

Other

 

Total

 

Cash

 

Non-cash

 

Third Quarter 2003 Activity

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expense accrued Flexible Packaging

 

$

4,858

 

$

5,097

 

$

861

 

$

10,816

 

$

3,628

 

$

7,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charges to accrual account Flexible Packaging

 

(2,957

)

(5,097

)

(861

)

(8,915

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve balance at September 30, 2003

 

$

(1,901

)

$

(0

)

$

(0

)

$

(1,901

)

 

 

 

 

 

Note 5– 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)

 

2003

 

2002

 

2003

 

2002

 

Net Sales by Reportable Segment:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

532.7

 

$

478.1

 

$

1,579.8

 

$

1,369.7

 

Pressure Sensitive Materials

 

129.5

 

123.7

 

391.6

 

370.2

 

 

 

 

 

 

 

 

 

 

 

Intersegment Sales:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

(0.1

)

(0.6

)

(0.6

)

(1.2

)

Pressure Sensitive Materials

 

(0.1

)

(0.2

)

(0.1

)

(0.2

)

Net Sales to Unaffiliated Customers

 

$

662.0

 

$

601.0

 

$

1,970.7

 

$

1,738.5

 

 

 

 

 

 

 

 

 

 

 

Operating Profit and Pretax Profit:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

62.6

 

$

76.1

 

$

199.2

 

$

217.1

 

Pressure Sensitive Materials

 

4.0

 

4.9

 

12.5

 

17.2

 

Total operating profit

 

66.6

 

81.0

 

211.7

 

234.3

 

 

 

 

 

 

 

 

 

 

 

General corporate expenses

 

(6.7

)

(7.1

)

(24.0

)

(24.8

)

Interest expense

 

(3.1

)

(3.8

)

(9.8

)

(11.7

)

Minority interest in net income

 

(0.3

)

(0.3

)

(0.7

)

(0.7

)

Income before income taxes

 

$

56.5

 

$

69.8

 

$

177.2

 

$

197.1

 

 

 

 

 

 

 

 

 

 

 

Identifiable Assets:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

 

 

 

 

$

1,795.8

 

$

1,677.0

 

Pressure Sensitive Materials

 

 

 

 

 

377.5

 

359.5

 

Total identifiable assets

 

 

 

 

 

2,173.3

 

2,036.5

 

Corporate assets

 

 

 

 

 

82.1

 

124.7

 

Total

 

 

 

 

 

$

2,255.4

 

$

2,161.2

 

 

7



 

Note 6 – Taxes Based On Income

The Company’s 2003 effective tax rate of 38.5% differs from the federal statutory rate of 35.0% primarily due to state and local income taxes.

 

Note 7 – 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,
2003

 

December 31,
2002

 

Raw materials and supplies

 

$

109,061

 

$

101,003

 

Work in process and finished goods

 

227,672

 

220,841

 

Total inventories, gross

 

336,733

 

321,844

 

Less inventory reserves

 

(12,425

)

(13,500

)

 

 

 

 

 

 

Total inventories, net

 

$

324,308

 

$

308,344

 

 

Note 8 - Subsequent Events

In October 2003, the Company committed to a plan to close two pressure sensitive materials plants,  North Las Vegas, Nevada and Brampton, Ontario, Canada.  The closure of these plants, together with related support reductions or relocations elsewhere within the pressure sensitive materials business segment, will reduce fixed costs and improve capacity utilization elsewhere in this business segment.  Preliminary estimates of restructuring and related charges associated with the plant closing activities, including severance, relocation, and accelerated depreciation, range from $0.05 to $0.07 per diluted share in the fourth quarter of 2003, and $0.02 to $0.04 per diluted share in the first half of 2004.

 

Note 9 – Legal Proceedings

In a Form 8-K filed with the Securities and Exchange Commission on August 15, 2003, the Company disclosed that it had received a subpoena from the U.S. Department of Justice in connection with the Department’s criminal investigation into competitive practices in the labelstock industry.  This issue was first disclosed in a Form 8-K filed with the Securities and Exchange Commission on April 23, 2003, and further discussed in the Company’s Form 10-Q filed for the quarter ended June 30, 2003.  The Company is in the process of responding to the subpoena and will continue to cooperate fully with the requests of the Department of Justice.

 

In its Form 10-Q filed for the quarter ended June 30, 2003, the Company disclosed that it had been named, in addition to its wholly-owned subsidiary, Morgan Adhesives Company, as a defendant in six civil lawsuits.  Each lawsuit purports to represent a nationwide class of labelstock purchasers, and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  Two additional lawsuit, Pamco Printed Tape & Label Co., Inc. v. Avery Dennison Corp., et al., C.A. No. 03 C 6439 and Pohle NV Center, etc., v. Avery Dennison Corp., et al., CV 2003-020794, named the Company and Morgan Adhesives Company as defendants and was filed in the United States District Court for the Northern District of Illinois, on September 11, 2003, and Superior Court, Maricopa County, AZ, on October 30, 2003, respectively.

 

All opportunity for discovery or substantive motion practice has been postponed in the first six cases (and is expected by the Company to be postponed in the new cases) until the Judicial Panel on MultiDistrict Litigation decides whether the cases should be consolidated, and where they should proceed.  A hearing was held before the Panel on October 9, 2003, to consider the coordination or consolidation of

 

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the seven lawsuits and the determination of the venue for the consolidated action.  No decision regarding the hearing has been given by the Panel, although it is expected that the cases will be consolidated in a single district of the Panel’s choosing.

 

The Company intends to vigorously defend these lawsuits.  Given the preliminary nature of the Department of Justice investigation and related civil lawsuits, however, the Company is unable to predict the outcome of the lawsuits and what effect, if any, the resolution of these matters may have on the Company’s financial position or results of operations.  The Company is currently not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on the business, results of operations, financial condition, or liquidity of the Company.

 

Note 10 – Earnings Per Share Computations

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

Income available to common stockholders (numerator)

 

$

34,712,000

 

$

43,348,000

 

$

108,979,000

 

$

122,234,000

 

Weighted-average common shares outstanding (denominator)

 

53,112,761

 

52,941,693

 

53,081,023

 

52,933,439

 

Basic earnings per share of common stock

 

$

0.65

 

$

0.82

 

$

2.05

 

$

2.31

 

Dilutive effects of stock option and stock awards, net of windfall tax benefits

 

785,493

 

807,128

 

764,035

 

774,992

 

Weighted-average common shares and common stock equivalents outstanding (denominator)

 

53,898,254

 

53,748,821

 

53,845,058

 

53,708,431

 

Diluted earnings per share of common stock

 

$

0.64

 

$

0.81

 

$

2.02

 

$

2.28

 

 

Certain options outstanding at September 30, 2003 and 2002, (354,535 shares and 1,247 shares, respectively) were not included in the computation of diluted earnings per share because they would not have had a dilutive effect as the exercise price exceeded the average market price.

 

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