10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2012

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	(I.R.S. Employer
incorporation or organization)	Identification No.)
One Neenah Center
4th Floor, P.O. Box 669
Neenah, Wisconsin	54957-0669
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (920) 727-4100

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES  ý  NO  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company.  YES  o  NO  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of October 31, 2012, the registrant had 103,290,005 shares of Common Stock, $.10 par value, issued and outstanding.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain estimates, predictions, and other “forward-looking statements” (as defined in 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 Exchange Act of 1934, as amended).  Forward-looking statements are generally identified with the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “target,” “may,” “will,” “plan,” “project,” “should,” “continue,” or the negative thereof or other similar expressions, or discussion of future goals or aspirations, which are predictions of or indicate future events and trends and which do not relate to historical matters.  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 we operate, projections of future performance (financial and otherwise), including those of acquired companies, perceived opportunities in the market and statements regarding our mission and vision.  Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.  We undertake 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 caused by inflation, interest rates, consumer confidence, rates of unemployment and foreign currency exchange rates; global economic conditions, including the ongoing sovereign debt crisis and continued uncertainties in Europe; investment performance of assets in our pension plans; competitive conditions within our markets, including the acceptance of our new and existing products; customer contract bidding activity; threats or challenges to our patented or proprietary technologies; raw material costs, availability, and terms, particularly for polymer resins and adhesives; price changes for raw materials and our ability to pass these price changes on to our customers or otherwise manage commodity price fluctuation risks; unexpected energy surcharges; broad changes in customer order patterns; our ability to achieve expected cost savings associated with facility consolidation initiatives; the presence of adequate cash available for investment in our business in order to maintain desired debt levels; a failure in our information technology infrastructure or applications; changes in governmental regulation, especially in the areas of environmental, health and safety matters, fiscal incentives, and foreign investment; unexpected outcomes in our current and future administrative and litigation proceedings; unexpected outcomes in our current and future tax proceedings; changes in domestic and international tax laws; costs associated with the pursuit of business combinations; unexpected costs associated with the integration of acquired businesses; unexpected costs and timing related to plant closings; changes in our labor relations; and the impact of changes in the world political environment including threatened or actual armed conflict.  These and other risks, uncertainties, and assumptions identified from time to time in our filings with the Securities and Exchange Commission, including without limitation, those described in our Annual Report on Form 10-K for the year ended December 31, 2011 and our quarterly reports on Form 10-Q, could cause actual future results to differ materially from those projected in the forward-looking statements.  In addition, 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 statement.

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PART I — FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The unaudited consolidated financial statements and related footnotes, enclosed as Exhibit 19 to this Form 10-Q (the Condensed Consolidated Financial Statements), are incorporated by reference into this Item 1.  In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the financial position and the results of operations as of and for the quarter and year-to-date periods ended September 30, 2012.

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

Three and Nine Months EndedSeptember 30, 2012

Management’s Discussion and Analysis should be read in conjunction with the Condensed Consolidated Financial Statements.

Three and nine month review of results	Three Months Ended September 30,										Nine Months Ended September 30,
(in millions, except per share amounts)	2012					2011					2012					2011
Net sales	$	1,287.8		100.0	%	$	1,357.9		100.0	%	$	3,905.3		100.0	%	$	4,052.5		100.0	%
Cost of products sold	1,040.7			80.8		1,134.2			83.5		3,193.9			81.8		3,361.0			82.9
Gross profit	247.1			19.2		223.7			16.5		711.4			18.2		691.5			17.1
Operating expenses
Selling, general, and administrative expenses	128.4			10.0		111.6			8.2		381.6			9.8		364.5			9.0
Research and development	10.2			0.8		10.6			0.8		31.5			0.8		28.2			0.7
Facility consolidation and other costs	21.4			1.7		—			—		49.4			1.3		—			—
Other operating (income) expense, net	(2.8		)	(0.2	)	(2.7		)	(0.2	)	(12.3		)	(0.3	)	(13.9		)	(0.3	)
Operating income	89.9			7.0		104.2			7.7		261.2			6.7		312.7			7.7
Interest expense	17.0			1.3		18.4			1.4		54.8			1.4		54.8			1.3
Other non-operating (income) expense, net	(1.3		)	(0.1	)	(1.4		)	(0.1	)	(2.2		)	(0.1	)	—			—
Income before income taxes	74.2			5.8		87.2			6.4		208.6			5.3		257.9			6.4
Provision for income taxes	26.8			2.1		31.0			2.3		74.9			1.9		93.3			2.3
Net income	47.4			3.7		56.2			4.1		133.7			3.4		164.6			4.1
Less: net income attributable to noncontrolling interests	—			—		0.3			—		—			—		3.3			0.1
Net income attributable to Bemis Company, Inc.	$	47.4		3.7	%	$	55.9		4.1	%	$	133.7		3.4	%	$	161.3		4.0	%
Effective income tax rate				36.1	%				35.5	%				35.9	%				36.2	%
Diluted earnings per share	$	0.45				$	0.53				$	1.27				$	1.51

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Overview

Bemis Company, Inc. is a leading global manufacturer of flexible packaging and pressure sensitive materials supplying a variety of markets.  Historically about 65 percent of our total net sales are to customers in the food industry.  Sales of our flexible packaging products are widely diversified among food categories and can be found in nearly every aisle of the grocery store.  Our emphasis on supplying packaging to the food industry has typically provided a more stable market environment for our Flexible Packaging business segment, which accounts for approximately 90 percent of our net sales.  Our remaining net sales are from our Pressure Sensitive Materials business segment which, while diversified in end use products, is less focused on food industry applications and more exposed to economically sensitive end markets.

Market Conditions

The markets into which our products are sold are highly competitive.  Our leading flexible packaging market positions in packaging for perishable food and medical device products reflect our focus on value-added, proprietary products.  We also manufacture products for which our technical know-how and economies of scale offer us a competitive advantage.  The primary raw materials for our business segments are polymer resins, films, paper, ink, adhesives, and aluminum.

Over the past several years, global economic conditions have been weak and prices of food products have increased.  While economic growth in Latin America and Asia has exceeded that of North America and Europe, the pace of growth in these regions has slowed over the past 12 months.  As a result, we have generally experienced a slowdown in demand in the various geographic regions in which we operate.  In addition, foreign currency exchange rates have weakened against the U.S. dollar during 2012, reducing operating results reported from our foreign operations as it is translated to U.S. dollars in our consolidated financial statements.

Facility Consolidation

During the fourth quarter of 2011, we initiated a facility consolidation program to improve efficiencies and reduce fixed costs.  As a part of this program, we announced the planned closure of five facilities.  Most of the production from these five facilities is being transferred to other facilities.  As of September 30, 2012, manufacturing operations had ceased at four of these manufacturing facilities.  The most current estimate of the total cost of this program is $86 million.

During the second quarter of 2012, we expanded the facility consolidation program to include the planned closure of an additional four production locations, including three facilities outside of the United States.  The expansion of the program increased the total estimated program costs by approximately $55 million, which includes approximately $23 million in employee-related costs, approximately $17 million in fixed asset accelerated depreciation and write-downs, and approximately $15 million in other facility consolidation costs.

We recorded $21.4 million and $49.4 million of charges associated with the facility consolidation programs during the three and nine months ended September 30, 2012, respectively.  These costs have been recorded on the consolidated statement of income as facility consolidation and other costs.  Of the remaining approximately $54 million of estimated costs to be expensed for the programs, approximately $29 million of charges are expected to occur during the fourth quarter of 2012, with about $25 million remaining to be expensed in early 2013. Plant closings associated with the programs are expected to be completed in early 2013.

Facility consolidation program related cash payments made during the third quarter totaled $11.2 million, bringing total 2012 cash payments to $23.7 million.  Cash payments for the fourth quarter of 2012 are expected to be approximately $24 million, with an additional $43 million estimated to be paid in 2013.

4

Acquisitions

Australia and New Zealand Distributors

On August 22, 2012, we acquired two flexible packaging businesses in Australia and New Zealand. The acquisition supports our strategy to enhance our presence in the Asia-Pacific region. The combined purchase price of approximately $19.1 million was financed with commercial paper and is subject to customary post-closing adjustments.

Shield Pack

On December 1, 2011, we acquired the common stock of Shield Pack, LLC of West Monroe, Louisiana for a cash purchase price of approximately $44.5 million, subject to customary post-closing adjustments.  Shield Pack is a manufacturer of high barrier liners for bulk container packaging.

Mayor Packaging Acquisition

On August 1, 2011, we acquired Mayor Packaging, a Hong Kong-based manufacturer of consumer and specialty flexible packaging, including a manufacturing facility in Dongguan, China for a cash purchase price of approximately $96.7 million.

Noncontrolling Interest of Dixie Toga Ltda. (formerly Dixie Toga S.A.)

During the third quarter of 2011, we completed the purchase of the remaining shares owned by the noncontrolling interest of our Brazilian subsidiary, Dixie Toga Ltda., for approximately $90 million.

5

Results of Operations — Third Quarter 2012

Consolidated Overview

(in millions, except per share amounts)	2012		2011
Net sales	$	1,287.8	$	1,357.9
Net income attributable to Bemis Company, Inc.	47.4		55.9
Diluted earnings per share	0.45		0.53

Net sales for the third quarter of 2012decreased5.2 percent from the same period of 2011. Acquisitions increasedthird quarter 2012 net sales by an estimated 1.1 percent.  The impact of currency translation reduced net sales by 4.6 percent. The remaining decrease in net sales reflects the impact of lower overall unit volume, partially offset by higher selling prices and improved sales mix.

Diluted earnings per share for the third quarter of 2012 were $0.45 compared to $0.53 reported in the same quarter of 2011.  Results for the third quarter of 2012 included a $0.14 charge associated with facility consolidation and other costs and a $0.01 charge associated with acquisition-related earnout payments. Results for the third quarter of 2011 included $0.03 of charges associated with acquisition-related earnout and transaction payments.

Flexible Packaging Business Segment

(in millions)	2012			2011
Net sales	$	1,152.4		$	1,216.1
Operating profit (See Note 14 to the Condensed Consolidated Financial Statements)	110.3			117.4
Operating profit as a percentage of net sales	9.6		%	9.7		%

Flexible Packaging net sales decreased5.2 percent in the third quarter of 2012 compared to the same quarter of 2011.  The impact of currency translation reduced net sales by 4.7 percent.  Acquisitions increased net sales by 1.3 percent.  The remaining reduction in sales represents the negative impact of lower unit sales volumes, partially offset by higher selling prices and improved sales mix.

Operating profit for the third quarter of 2012 was negatively impacted by $21.4 million of facility consolidation costs and $1.1 million of acquisition-related earnout payments.  Operating profit for the third quarter of 2011 was negatively impacted by $1.7 million of acquisition-related earnout and transaction payments. The effect of currency translation decreased operating profit in the third quarter of 2012 by $3.7 million compared to the same quarter of 2011.  Performance for the quarter reflects the benefits of cost reductions, improvements in sales mix, and increases in selling prices, partially offset by lower unit sales volume.

Pressure Sensitive Materials Business Segment

(in millions)	2012			2011
Net sales	$	135.4		$	141.8
Operating profit (See Note 14 to the Condensed Consolidated Financial Statements)	7.7			8.0
Operating profit as a percentage of net sales	5.7		%	5.6		%

Pressure Sensitive Materials net sales decreased4.5 percent in the third quarter of 2012 compared to the same quarter of 2011.  The impact of currency translation reduced net sales by 4.3 percent. 

Pressure Sensitive Materials operating profit as a percent of net sales in the third quarter of 2012 increased slightly compared to the same quarter of 2011.  Currency translation reduced operating profit by approximately $0.5 million.

6

Consolidated Gross Profit

(in millions)	2012			2011
Gross profit	$	247.1		$	223.7
Gross profit as a percentage of net sales	19.2		%	16.5		%

Consolidated gross profit as a percent of net sales increased in the third quarter of 2012, reflecting the benefits of cost reductions associated with facility consolidation and other costs activities, increases in selling prices and improvements in sales mix.

Consolidated Selling, General, and Administrative Expenses

(in millions)	2012			2011
Selling, general and administrative expenses (SG&A)	$	128.4		$	111.6
SG&A as a percentage of net sales	10.0		%	8.2		%

Consolidated selling, general and administrative expenses in the third quarter include additional expenses related to acquired businesses and employee benefit costs. During the third quarter of 2011, incentive compensation accruals were reduced to reflect lower performance expectations for 2011.

Consolidated Other Operating (Income) Expense, Net

(in millions)	2012			2011
Other operating (income) expense, net	$	(2.8	)	$	(2.7	)

Other operating income and expenses, net included $3.6 million of fiscal incentive income in the third quarter of 2012 compared to $4.9 million for the third quarter of 2011.  Fiscal incentives are associated with net sales and manufacturing activities in certain South American operations and are included in our Flexible Packaging segment operating profit. The reduction in these benefits primarily reflects the impact of currency translation.

Consolidated Interest Expense

(in millions)	2012			2011
Interest expense	$	17.0		$	18.4
Effective interest rate	4.4		%	4.8		%

Fixed-rate public notes totaling $300 million matured on April 1, 2012 and have been refinanced with variable-rate borrowings, reducing both the effective interest rate and the interest expense in the third quarter of 2012 compared to the same quarter of 2011.

Consolidated Income Taxes

(in millions)	2012			2011
Income taxes	$	26.8		$	31.0
Effective tax rate	36.1		%	35.5		%

We expect the effective tax rate for the total year 2012 to be approximately 36 percent.

7

Results of Operations — Nine Months EndedSeptember 30, 2012

Consolidated Overview

(in millions, except per share amounts)	2012		2011
Net sales	$	3,905.3	$	4,052.5
Net income attributable to Bemis Company, Inc.	133.7		161.3
Diluted earnings per share	1.27		1.51

Net sales for the nine months ended September 30, 2012decreased3.6 percent from the same period of 2011. The impact of currency translation reduced net sales by 3.7 percent.  Acquisitions increased net sales by 1.4 percent.  The remaining reduction in sales represents the negative impact of lower unit sales volumes, partially offset by higher selling prices and improved sales mix.

Diluted earnings per share for the nine months ended September 30, 2012 were $1.27 compared to $1.51 reported in the same period of 2011.  Results for 2012 included a $0.32 charge associated with facility consolidation and other costs and a $0.04 charge for acquisition-related earnout payments. Results for 2011 included $0.03 of charges for acquisition-related earnout and transaction payments.

Flexible Packaging Business Segment

(in millions)	2012			2011
Net sales	$	3,482.7		$	3,614.2
Operating profit (See Note 14 to the Condensed Consolidated Financial Statements)	314.5			350.0
Operating profit as a percentage of net sales	9.0		%	9.7		%

Flexible Packaging net sales decreased3.6 percent in the nine months ended September 30, 2012 compared to the same period of 2011.  The impact of currency translation reduced net sales by 3.7 percent.  Acquisitions increased net sales by 1.6 percent.  The remaining reduction in sales represents lower unit sales volumes, partially offset by higher selling prices and improved sales mix.

Operating profit for the nine months ended September 30, 2012 was negatively impacted by $49.3 million of facility consolidation costs and $4.6 million of acquisition-related earnout payments. Operating profit for the nine months ended September 30, 2011 was negatively impacted by $1.7 million of acquisition-related earnout and transaction payments.  The effect of currency translation decreased operating profit in the nine months ended September 30, 2012 by $8.9 million compared to the same period of 2011.  Performance for the nine months ended September 30, 2012 reflects the benefits of manufacturing cost reductions and improvements in price/mix, partially offset by lower unit sales volume.

Pressure Sensitive Materials Business Segment

(in millions)	2012			2011
Net sales	$	422.6		$	438.3
Operating profit (See Note 14 to the Consolidated Financial Statements)	28.3			29.6
Operating profit as a percentage of net sales	6.7		%	6.8		%

Pressure Sensitive Materials net sales decreased3.6 percent in the nine months ended September 30, 2012 compared to the same period of 2011. The impact of currency translation reduced sales by 3.8 percent.

Pressure Sensitive Materials operating profit as a percent of net sales decreased slightly in the nine months ended September 30, 2012 compared to the same period of 2011, and includes the negative impact of currency translation of $1.5 million.

8

Consolidated Gross Profit

(in millions)	2012			2011
Gross profit	$	711.4		$	691.5
Gross profit as a percentage of net sales	18.2		%	17.1		%

The increase in consolidated gross profit as a percent of net sales reflects the positive impact of cost reductions, higher selling prices and improved mix, partially offset by lower unit sales volumes.

Consolidated Selling, General, and Administrative Expenses

(in millions)	2012			2011
Selling, general and administrative expenses (SG&A)	$	381.6		$	364.5
SG&A as a percentage of net sales	9.8		%	9.0		%

Consolidated selling, general and administrative expenses increased in the nine months ended September 30, 2012 compared to the same period of 2011 reflecting additional expense related to acquired businesses, higher incentive compensation and pension costs, partially offset by the impact of currency translation.

Consolidated Other Operating (Income) Expense, Net

(in millions)	2012			2011
Other operating (income) expense, net	$	(12.3	)	$	(13.9	)

Other operating income and expenses, net in the nine months ended September 30, 2012 included $13.2 million of fiscal incentive income compared to $15.7 million for the same period of 2011.  The reduction primarily reflects the impact of currency translation.  Fiscal incentives are associated with net sales and manufacturing activities in certain South American operations and are included in our Flexible Packaging segment operating profit.

Consolidated Interest Expense

(in millions)	2012			2011
Interest expense	$	54.8		$	54.8
Effective interest rate	4.8		%	5.1		%

The effective interest rate decreased in the nine months ended September 30, 2012 compared to the same period of 2011 primarily due to refinancing public notes totaling $300 million with lower cost commercial paper on April 1, 2012.

Consolidated Income Taxes

(in millions)	2012			2011
Income taxes	$	74.9		$	93.3
Effective tax rate	35.9		%	36.2		%

The lower 2012 effective tax rate reflects the recognition of a tax benefit in the first quarter that will not reoccur in subsequent quarters during the balance of 2012.  We expect the effective tax rate for the total year 2012 to be about 36 percent.

9

Liquidity and Capital Resources

Net Debt to Total Capitalization

Net debt to total capitalization (which includes total debt net of cash balances divided by total debt net of cash balances plus equity) was 46 percent and 48 percent at September 30, 2012 and December 31, 2011, respectively.  Total debt as of September 30, 2012 and December 31, 2011 was $1.5 billion and $1.6 billion, respectively.

Credit Rating

Our capital structure and financial practices have earned us investment grade credit ratings from two nationally recognized credit rating agencies. Recently, one of our investment grade credit ratings was revised downward. The recent credit rating downgrade has not impacted our investment grade status or our ability to access the capital markets, including the commercial paper markets, at favorable rates of interest.

Cash Flow

Net cash provided by operating activities was $290.2 million for the first nine months of 2012, compared to $250.5 million for the first nine months of 2011.  During the first nine months of 2012, cash flows provided by operating activities included payments of severance and other accrued costs related to our facility consolidation programs of $23.7 million.  Increases in inventory and accounts receivable levels during 2011 were magnified by the impact of increasing raw material costs and higher selling prices.

Net cash used in investing activities was $107.5 million for the first nine months of 2012, compared to $191.2 million for the same period of 2011.  During the first nine months of 2011, cash used in investing activities included approximately $90 million of cash purchase price for the Mayor Packaging acquisition.

Net cash used in financing activities was $169.1 million for the first nine months of 2012, compared to $11.1 million cash used in financing activities for the same period of 2011.  Net cash used in financing activities during the first nine months of 2011 included the net effect of a $316.0 million increase in commercial paper, the purchase of 5.0 million shares of Bemis Company, Inc. common stock in the open market for $161.1 million, and the purchase of the noncontrolling interest in Dixie Toga Ltda. for $89.7 million.

Available Financing

In addition to using cash provided by operating activities, we issue commercial paper to meet our short-term liquidity needs.  As of September 30, 2012, our commercial paper debt outstanding was $269.0 million.  Based on our current credit rating, we enjoy ready access to the commercial paper markets.

Under the terms of our revolving credit agreement, we have the capacity to borrow up to $800 million.  This facility is principally used as back-up for our commercial paper program.  Our revolving credit facility is supported by a group of major U.S. and international banks.  Covenants imposed by the revolving credit facility include limits on the sale of businesses, minimum net worth calculations, and a maximum ratio of debt to total capitalization.  The revolving credit agreement includes a $100 million multicurrency limit to support the financing needs of our international subsidiaries.  As of September 30, 2012, there was $277.0 million of debt outstanding supported by this credit facility, leaving $523.0 million of available credit.  If we were not able to issue commercial paper, we would expect to meet our financial liquidity needs by accessing the bank market, which would increase our borrowing costs.  Borrowings under the credit agreement are subject to a variable interest rate.

Public notes totaling $300 million matured on April 1, 2012 and were refinanced with commercial paper.  Industrial revenue bonds totaling $8 million are scheduled to mature in November 2012, and have been classified as long term debt on the September 30, 2012 balance sheet in accordance with our ability and intent to refinance them with commercial paper.

Liquidity Outlook

We expect cash flow from operations and available liquidity described above to be sufficient to support future operating activities.  There can be no assurance, however, that the cost or availability of future borrowings will not be impacted by future capital market disruptions.  In addition, increases in raw material costs would increase our short-term liquidity needs.

10

Dividends

In February 2012, the Board of Directors approved the 29th consecutive annual increase in the quarterly cash dividend on common stock to $0.25 per share, a 4.2 percent increase.

New Accounting Pronouncements

There has been no new accounting guidance issued or effective during the first nine months of 2012 that is expected to have a material impact on our consolidated financial position, results of operations, or cash flows.

Critical Accounting Estimates and Judgments

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).  The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.  On an ongoing basis, management evaluates its estimates and judgments, including those related to retirement benefits, intangible assets, goodwill, and expected future performance of operations.  Our estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates under different assumptions or conditions.  These critical accounting estimates are discussed in detail in “Management’s Discussion and Analysis — Critical Accounting Estimates and Judgments” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s market risk during the nine month period ended September 30, 2012.  For additional information, refer to Note 5 and Note 6 to the Condensed Consolidated Financial Statements in Exhibit 19 and to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 4.  CONTROLS AND PROCEDURES

The Company’s management, under the direction, supervision, and involvement of the Chief Executive Officer and the Chief Financial Officer, has carried out an evaluation, as of the end of the period covered by this report, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) of the Company.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that disclosure controls and procedures in place at the Company are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As previously disclosed in prior periods, we are in the process of implementing a new enterprise resource planning (ERP) system which is being completed in phases. For the most recent phase, which was completed during the third quarter of 2012, several of the Company’s United States operations implemented certain modules of the new ERP system which resulted in some changes in internal controls.   There were no other changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

11

PART II — OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The material set forth in Note 13 of the Notes to Condensed Consolidated Financial Statements is incorporated herein by reference.

ITEM 1A.  RISK FACTORS

The following factor, as well as factors described elsewhere in this Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2011, or in other filings by the Company with the Securities and Exchange Commission, could adversely affect the Company’s consolidated financial position, results of operations or cash flows.  Other factors not presently known to us or that we presently believe are not material could also affect our business operations and financial results.

Interest rates — An increase in interest rates could reduce our reported results of operations.

At September 30, 2012, our variable rate borrowings approximated $677.0 million (which includes $400 million fixed rate notes that have been effectively converted to variable rate debt through the use of a fixed to variable rate interest rate swap).  Fluctuations in interest rates can increase our borrowing costs and consequently, have an adverse impact on our results of operations.  Increases in short-term interest rates will directly impact the amount of interest we pay.  For each one percent increase in variable interest rates, our annual interest expense would increase by $6.8 million on the $677.0 million of variable rate borrowings outstanding as of September 30, 2012.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company did not repurchase any of its equity securities in the three months ended September 30, 2012.  As of September 30, 2012, under authority granted by the Board of Directors, the Company had authorization to repurchase an additional 4,543,800 shares of its common stock.

ITEM 6.  EXHIBITS

The Exhibit Index is incorporated herein by reference.

12

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.
Date	November 9, 2012	/s/ Scott B. Ullem
		Scott B. Ullem, Vice President and Chief Financial Officer
Date	November 9, 2012	/s/ Jerry S. Krempa
		Jerry S. Krempa, Vice President and Controller

13

Exhibit Index

Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), we have filed certain agreements as exhibits to this Quarterly Report on Form 10-Q.  These agreements may contain representations and warranties by the parties thereto.  These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors.  Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.

Exhibit	Description	Form of Filing
3(a)	Restated Articles of Incorporation of the Registrant, as amended. (1)	Incorporated by Reference
3(b)	By-Laws of the Registrant, as amended through February 4, 2011. (2)	Incorporated by Reference
4(a)	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. Copies of constituent instruments defining rights of holders of long-term debt of the Company and Subsidiaries, other than the Indenture specified herein, are not filed herewith, pursuant to Instruction (b)(4)(iii)(A) to Item 601 of Regulation S-K, because the total amount of securities Authorized under any such instrument does not exceed 10% of the total assets of the Company and Subsidiaries on a consolidated basis. The registrant hereby agrees that it will, upon request by the SEC, furnish to the SEC a copy of each such instrument. (3)	Incorporated by Reference
10	Amendment No. 1 to Credit Agreement (4)	Incorporated by Reference
19	Reports Furnished to Security Holders.	Filed Electronically
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO.	Filed Electronically
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO.	Filed Electronically
32	Section 1350 Certification of CEO and CFO.	Filed Electronically
101	The following materials from Bemis Company, Inc.’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012, formatted in XBRL:	Filed Electronically
	(i) Condensed Consolidated Statement of Income and Comprehensive Income for the three and nine months ended September 30, 2012 and 2011;
	(ii) Condensed Consolidated Balance Sheet at September 30, 2012 and December 31, 2011;
	(iii) Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2012 and 2011;
	(iv) Condensed Consolidated Statements of Equity for the nine months ended September 30, 2012 and 2011; and
	(v) Notes to the Condensed Consolidated Financial Statements.

(1) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 1-5277).

(2) Incorporated by reference to the Registrant’s Form 8-K filed February 10, 2011 (File No. 1-5277).

(3) Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277).

(4) Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 3, 2012 (File No. 1-5277).

14

EX-19

Exhibit 19

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

(in millions, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Net sales	$	1,287.8		$	1,357.9		$	3,905.3		$	4,052.5
Cost of products sold	1,040.7			1,134.2			3,193.9			3,361.0
Gross profit	247.1			223.7			711.4			691.5
Operating expenses:
Selling, general and administrative expenses	128.4			111.6			381.6			364.5
Research and development	10.2			10.6			31.5			28.2
Facility consolidation and other costs	21.4			—			49.4			—
Other operating (income) expense, net	(2.8		)	(2.7		)	(12.3		)	(13.9		)
Operating income	89.9			104.2			261.2			312.7
Interest expense	17.0			18.4			54.8			54.8
Other non-operating (income) expense, net	(1.3		)	(1.4		)	(2.2		)	—
Income before income taxes	74.2			87.2			208.6			257.9
Provision for income taxes	26.8			31.0			74.9			93.3
Net income	47.4			56.2			133.7			164.6
Less: Net income attributable to noncontrolling interests	—			0.3			—			3.3
Net income attributable to Bemis Company, Inc.	$	47.4		$	55.9		$	133.7		$	161.3
Basic earnings per share	$	0.46		$	0.53		$	1.28		$	1.51
Diluted earnings per share	$	0.45		$	0.53		$	1.27		$	1.51
Cash dividends paid per share	$	0.25		$	0.24		$	0.75		$	0.72
Comprehensive income (loss) attributable to Bemis Company, Inc.	$	67.3		$	(109.4	)	$	106.5		$	67.6

See accompanying notes to consolidated financial statements.

1

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(in millions)

	September 30, 2012			December 31, 2011
ASSETS
Cash and cash equivalents	$	123.3		$	109.8
Accounts receivable, net	687.5			665.4
Inventories	653.6			646.0
Prepaid expenses and other current assets	125.1			127.8
Total current assets	1,589.5			1,549.0
Property and equipment, net	1,364.8			1,440.9
Goodwill	1,035.6			1,048.4
Other intangible assets, net	205.8			222.5
Deferred charges and other assets	81.2			59.6
Total other long-term assets	1,322.6			1,330.5
TOTAL ASSETS	$	4,276.9		$	4,320.4
LIABILITIES
Current portion of long-term debt	$	0.2		$	13.4
Short-term borrowings	6.4			1.7
Accounts payable	407.3			415.8
Accrued salaries and wages	122.4			95.8
Accrued income and other taxes	34.9			23.9
Other current liabilities	126.9			131.4
Total current liabilities	698.1			682.0
Long-term debt, less current portion	1,494.4			1,554.8
Deferred taxes	179.9			175.5
Other liabilities and deferred credits	286.9			326.0
Total Liabilities	2,659.3			2,738.3
EQUITY
Bemis Company, Inc. shareholders’ equity:
Common stock issued (127.2 and 126.9 shares)	12.7			12.7
Capital in excess of par value	540.7			532.4
Retained earnings	1,887.3			1,832.9
Accumulated other comprehensive loss	(117.9		)	(90.7		)
Common stock held in treasury (24.0 shares at cost)	(705.2		)	(705.2		)
Total Equity	1,617.6			1,582.1
TOTAL LIABILITIES AND EQUITY	$	4,276.9		$	4,320.4

See accompanying notes to consolidated financial statements.

2

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

	Nine Months Ended
	September 30,
	2012			2011
Cash flows from operating activities
Net income	$	133.7		$	164.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	157.2			166.7
Excess tax benefit from share-based payment arrangements	(0.3		)	(1.2		)
Share-based compensation	13.1			13.5
Deferred income taxes	(3.3		)	15.7
Income of unconsolidated affiliated company	(2.1		)	(2.1		)
Cash dividends received from unconsolidated affiliated company	—			4.3
Loss (gain) on sale of property and equipment	0.2			(0.5		)
Net facility consolidation and other costs	27.0			—
Changes in working capital, excluding effect of acquisitions	(20.8		)	(117.0		)
Net change in deferred charges and credits	(14.5		)	6.5
Net cash provided by operating activities	290.2			250.5
Cash flows from investing activities
Additions to property and equipment	(92.4		)	(92.2		)
Business acquisitions and adjustments, net of cash acquired	(19.1		)	(102.7		)
Proceeds from sale of property and equipment	4.0			3.7
Net cash used in investing activities	(107.5		)	(191.2		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	—			6.6
Repayment of long-term debt	(313.6		)	(4.3		)
Net borrowing of commercial paper	222.5			316.0
Net borrowing of short-term debt	5.1			1.0
Cash dividends paid to shareholders	(78.3		)	(76.8		)
Common stock purchased for the treasury	—			(161.1		)
Purchase of subsidiary shares of noncontrolling interests	—			(89.7		)
Excess tax benefit from share-based payment arrangements	0.3			1.2
Stock incentive programs and related tax withholdings	(5.1		)	(4.0		)
Net cash used in financing activities	(169.1		)	(11.1		)
Effect of exchange rates on cash and cash equivalents	(0.1		)	(10.7		)
Net increase in cash and cash equivalents	13.5			37.5
Cash and cash equivalents balance at beginning of year	109.8			60.4
Cash and cash equivalents balance at end of period	$	123.3		$	97.9

See accompanying notes to consolidated financial statements.

3

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(in millions, except share amounts)

	Bemis Company, Inc. Shareholders
	Common Stock		Capital In Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock Held In Treasury			Noncontrolling Interests			Total
Balance at December 31, 2010	$	12.7	$	568.0		$	1,751.9		$	91.1		$	(544.1	)	$	47.8		$	1,927.4
Net income						161.3									3.3			164.6
Unrecognized gain reclassified to earnings, net of tax effect of $0.3									(0.4		)							(0.4		)
Translation adjustment									(105.4		)				2.0			(103.4		)
Pension and other postretirement liability adjustment, net of tax effect of $6.8									12.1									12.1
Total comprehensive income																		72.9
Cash dividends declared on common stock ($0.72 per share)						(77.7		)										(77.7		)
Stock incentive programs and related tax withholdings (252,492 shares)			(4.0		)													(4.0		)
Excess tax benefit from share- based payment arrangements			1.2															1.2
Share-based compensation			13.5															13.5
Purchase of subsidiary shares from noncontrolling interests			(48.4		)				11.8						(53.1		)	(89.7		)
Purchase of 5,000,000 shares of common stock												(161.1		)				(161.1		)
Balance at September 30, 2011	$	12.7	$	530.3		$	1,835.5		$	9.2		$	(705.2	)	$	—		$	1,682.5
Balance at December 31, 2011	$	12.7	$	532.4		$	1,832.9		$	(90.7	)	$	(705.2	)	—			$	1,582.1
Net income						133.7												133.7
Unrecognized gain reclassified to earnings, net of tax effect of $0.1									(0.1		)							(0.1		)
Translation adjustment									(42.8		)							(42.8		)
Pension and other postretirement liability adjustment, net of tax effect of $9.0									15.7									15.7
Total comprehensive income																		106.5
Cash dividends declared on common stock ($0.75 per share)						(79.3		)										(79.3		)
Stock incentive programs and related tax withholdings (301,689 shares)			(5.1		)													(5.1		)
Excess tax benefit from share- based payment arrangements			0.3															0.3
Share-based compensation			13.1															13.1
Balance at September 30, 2012	$	12.7	$	540.7		$	1,887.3		$	(117.9	)	$	(705.2	)	$	—		$	1,617.6

See accompanying notes to consolidated financial statements.

4

BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED 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 for interim financial information generally accepted in the United States 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.  Certain prior year amounts have been reclassified to conform to current year presentation.  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, 2011.

Note 2 — New Accounting Guidance

Goodwill Impairment Testing

In September 2011, the FASB issued new guidance intended to simplify goodwill impairment testing.  The new guidance allows an entity to perform a qualitative assessment on goodwill impairment to determine whether a quantitative assessment is necessary.  It is not expected that the adoption will have an impact on the Company’s consolidated financial position, results of operations, or cash flows.

Note 3 — Facility Consolidation and Other Costs

2011 Program

During the fourth quarter of 2011, the Company initiated a facility consolidation and other costs program (“2011 Program”) to improve efficiencies and reduce fixed costs.  As a part of this program, the Company announced the planned closure of five facilities. As of September 30, 2012, manufacturing operations had ceased at four of these manufacturing facilities.  Most of the production from these five facilities is being transferred to other facilities.  In the second quarter of 2012, management revised the total estimated 2011 Program costs to approximately $86 million, related to an increase in employee-related costs in the Flexible Packaging segment.  The total estimated 2011 Program costs include $32 million in employee costs, $33 million in fixed asset accelerated depreciation and write-downs, and $21 million in other facility consolidation costs.  These amounts exclude any potential gain to be recognized on the sale of property. Expenses in the third quarter of 2012 were $9.4 million, primarily consisting of accelerated depreciation and equipment relocation. The estimated 2011 Program costs by reportable segment follow:

(in millions)	Flexible Packaging		Pressure Sensitive		Corporate		Total Facility Consolidation and Other Costs
2011 net expense accrued	$	34.9	$	2.8	$	0.7	$	38.4
2012 year-to-date net expense accrued	26.2		—		0.1		26.3
Expense incurred through September 30, 2012	61.1		2.8		0.8		64.7
Estimated future expense	21.3		—		—		21.3
Total estimated costs	$	82.4	$	2.8	$	0.8	$	86.0

5

An analysis of the 2011 Program accruals follows:

(in millions)	Employee Costs			Fixed Asset Related			Other Costs			Total Facility Consolidation and Other Costs
Reserve balance at December 31, 2011	$	23.1		$	—		$	0.2		$	23.3
Net expense accrued	5.0			14.2			7.1			26.3
Utilization (cash payments or otherwise settled)	(13.3		)	(14.2		)	(7.3		)	(34.8		)
Translation adjustments and other	1.2			—			—			1.2
Reserve balance at September 30, 2012	$	16.0		$	—		$	—		$	16.0

2012 Program

During the second quarter of 2012, the Company expanded its facility consolidation and other costs program (“2012 Program”) to further improve efficiencies and reduce costs within its Flexible Packaging segment.  As a part of this program, the Company announced the planned closure of an additional four production locations, including three facilities outside of the United States, and the relocation of the majority of the production to other facilities.  The total estimated 2012 Program costs of approximately $55 million include $23 million in employee-related costs, $17 million in fixed asset accelerated depreciation and write-downs, and $15 million in other facility consolidation costs.  The amounts exclude any potential gain to be recognized on the sale of property. Expenses in the third quarter of 2012 were $12.0 million, primarily consisting of accelerated depreciation. The estimated 2012 Program costs by the Flexible Packaging reportable segment follow:

(in millions)	Flexible Packaging
Expense incurred through September 30, 2012	$	23.1
Estimated future expense	32.3
Total estimated costs	$	55.4

An analysis of the 2012 Program accruals follows:

(in millions)	Employee Costs			Fixed Asset Related			Other Costs			Total Facility Consolidation and Other Costs
Net expense accrued	$	12.5		$	8.3		$	2.3		$	23.1
Utilization (cash payments or otherwise settled)	(2.1		)	(8.3		)	(2.3		)	(12.7		)
Translation adjustments and other	0.3			—			—			0.3
Reserve balance at September 30, 2012	$	10.7		$	—		$	—		$	10.7

Plant closings associated with each of the facility consolidation programs are expected to be completed in early 2013.  Included in employee-related costs is a partial withdrawal liability provision which represents the Company’s best estimate for the cost to exit a multiemployer plan related to a facility that is scheduled to cease operations at year-end.  Cash payments for these programs in the three and nine months ended September 30, 2012 totaled $11.2 million and $23.7 million respectively.  Cash payments for the balance of 2012 are expected to be approximately $24 million, with the balance of $43 million to be paid in 2013.  These amounts exclude any potential cash proceeds to be received on the sale of property. The costs related to facility consolidation activities have been recorded on the consolidated statement of income as facility consolidation and other costs. The accruals related to facility consolidation activities have been recorded on the consolidated balance sheet as other current liabilities.

6

Note 4 — Acquisitions

On August 22, 2012, the Company acquired two flexible packaging businesses in Australia and New Zealand. The acquisition supports the Company’s strategy to enhance its presence in the Asia-Pacific region. The combined purchase price of approximately $19.1 million was financed with commercial paper and is subject to customary post-closing adjustments. Pro forma results of operations and other disclosures for the acquisitions noted above have not been presented, as they were immaterial to the reported results.

Note 5 — Financial Assets and Financial Liabilities Measured at Fair Value

The fair values of the Company’s financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).

The Company’s non-derivative financial instruments include cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, and long-term debt.  At September 30, 2012 and December 31, 2011, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturities of these instruments.

Fair value disclosures are classified based on the fair value hierarchy.  Level 1 fair value measurements represent exchange-traded securities which are valued at quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.  Level 2 fair value measurements are determined using input prices that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.  Level 3 fair value measurements are determined using unobservable inputs, such as internally developed pricing models for the asset or liability due to little or no market activity for the asset or liability.

The fair value measurements of the Company’s long-term debt, including current maturities, represent exchange-traded securities which are valued at quoted prices or using input prices that are directly observable or indirectly observable through corroboration with observable market data.  The carrying values and estimated fair values of long-term debt, including current maturities, at September 30, 2012 and December 31, 2011 follow:

	September 30, 2012				December 31, 2011
(in millions)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Total long-term debt	$	1,494.2	$	1,662.5	$	1,567.5	$	1,702.4

The fair values for derivatives are based on inputs other than quoted prices that are observable for the asset or liability.  These inputs include foreign currency exchange rates and interest rates.  The financial assets and financial liabilities are primarily valued using standard calculations / models that use as their basis readily observable market parameters.  Industry standard data providers are the primary source for forward and spot rate information for both interest rates and currency rates, with resulting valuations periodically validated through third-party or counterparty quotes.

	Fair Value As of September 30, 2012		Fair Value As of December 31, 2011
(in millions)	(Level 2)		(Level 2)
Interest rate swaps — net asset (liability) position	$	20.6	$	3.3

7

Note 6 — Derivative Instruments

The Company enters into derivative transactions to manage exposures arising in the normal course of business.  The Company does not enter into derivative transactions for speculative or trading purposes.  The Company recognizes all derivative instruments on the balance sheet at fair value.  Derivatives not designated as hedging instruments are adjusted to fair value through income.  Depending on the nature of derivatives designated as hedging instruments, changes in the fair value are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in shareholders’ equity through other comprehensive income until the hedged item is recognized.  Gains or losses, if any, related to the ineffective portion of any hedge are recognized through earnings in the current period.

The Company enters into forward exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables.  Forward exchange contracts generally have maturities of less than six months and relate primarily to major Western European currencies for the Company’s European operations, the U.S. dollar for the Company’s Brazilian operations, and the U.S. and Australian dollars for the Company’s New Zealand and Australian operations.  The Company has not designated these derivative instruments as hedging instruments.  At September 30, 2012, and December 31, 2011, the Company had outstanding forward exchange contracts with notional amounts aggregating $7.7 million and $9.8 million, respectively.  The net settlement amount (fair value) related to active forward exchange contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other operating (income) expense, net, which offsets the related transaction gains or losses. The net settlement amounts were immaterial for all periods presented.

The Company entered into currency swap contracts to manage changes in the fair value of U.S. dollar denominated debt held in Brazil.  The contracts effectively converted a portion of that debt to the functional currency of its Brazilian operation.  These currency swap contracts generally had maturities that matched the maturities of the underlying debt.  The Company had not designated these derivative instruments as hedging instruments.  There were no outstanding currency swap contracts as of September 30, 2012 and December 31, 2011.  The fair value related to swap contracts was recorded on the balance sheet as either a current or long-term asset or liability and as an element of other non-operating (income) expense, net, which offset the related transaction gains or losses.

The Company enters into interest rate swap contracts to economically convert a portion of the Company’s fixed-rate debt to variable rate debt.  During the fourth quarter of 2011, the Company entered into four interest rate swap agreements with a total notional amount of $400 million.  These contracts were designated as fair value hedges of the Company’s $400 million4.50 percent fixed-rate debt due in 2021.  The variable rate for each of the interest rate swaps is based on the six-month London Interbank Offered Rate (LIBOR), set in arrears, plus a fixed spread.  The variable rates are reset semi-annually at each net settlement date.  The net settlement benefit to the Company, which is recorded as a reduction in interest expense, was $1.8 million and $5.1 million for the three and nine months ended September 30, 2012, respectively.  The swap was not in place during the first nine months of 2011.  Fair values of these interest rate swaps are determined using discounted cash flow or other appropriate methodologies.  Asset positions are included in deferred charges and other assets with a corresponding increase in long-term debt.  Liability positions are included in other liabilities and deferred credits with a corresponding decrease in long-term debt.

The Company is exposed to credit loss in the event of non-performance by counterparties in forward exchange contracts, currency swaps, and interest rate swap contracts.  Collateral is generally not required of the counterparties or of the Company.  In the event a counterparty fails to meet the contractual terms of a currency swap or forward exchange contract, the Company’s risk is limited to the fair value of the instrument.  The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties.  The Company has not had any historical instances of non-performance by any counterparties, nor does it anticipate any future instances of non-performance.

The fair values, balance sheet presentation, and the hedge designation status of derivative instruments at September 30, 2012 and December 31, 2011 are presented in the table below:

(in millions)	Balance Sheet Location	Fair Value As of September 30, 2012		Fair Value As of December 31, 2011
Asset Derivatives
Interest rate swaps — designated as hedge	Deferred charges and other assets	$	20.6	$	3.3

8

The income statement impact of derivative instruments not designated as hedging instruments is presented in the table below:

		Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	Location of Gain (Loss) Recognized in Income on Derivatives	2012		2011			2012		2011
Currency swap contracts	Other non-operating (income) expense, net	$	—	$	0.1		$	—	$	(1.8	)
Forward exchange contracts	Other operating (income) expense, net	—		(1.3		)	0.9		0.6
Total		$	—	$	(1.2	)	$	0.9	$	(1.2	)

Note 7 — Inventories

Inventories are valued at the lower of cost, as generally determined by the first-in, first-out (FIFO) method, or market.  Inventory values using the FIFO method of accounting approximate replacement cost.  Inventories are summarized as follows:

(in millions)	September 30, 2012		December 31, 2011
Raw materials and supplies	$	216.6	$	225.2
Work in process and finished goods	437.0		420.8
Total inventories	$	653.6	$	646.0

Note 8 — Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill attributable to each reportable business segment follow:

(in millions)	Flexible Packaging Segment			Pressure Sensitive Materials Segment		Total
Reported balance at December 31, 2011	$	996.0		$	52.4	$	1,048.4
Acquisitions and acquisition adjustments	2.9			—		2.9
Currency translation	(15.8		)	0.1		(15.7		)
Reported balance at September 30, 2012	$	983.1		$	52.5	$	1,035.6

The components of amortized intangible assets follow:

	September 30, 2012					December 31, 2011
(in millions)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	21.0	$	(13.7	)	$	20.8	$	(13.6	)
Technology based	91.3		(39.5		)	91.3		(35.3		)
Marketing related	25.0		(14.3		)	26.3		(13.9		)
Customer based	197.5		(61.5		)	201.0		(54.1		)
Reported balance	$	334.8	$	(129.0	)	$	339.4	$	(116.9	)

Amortization expense for intangible assets was $13.9 million and $13.7 million during the first nine months of 2012 and 2011, respectively.  Estimated amortization expense for the remainder of 2012 is $4.4 million; $17.7 million for 2013; $16.9 million for 2014; and $16.6 million for each of the years 2015 through 2017.  The Company does not have any accumulated impairment losses.

9

Note 9 — Components of Net Periodic Benefit Cost

Benefit costs for defined benefit pension plans are shown below.  The funding policy and assumptions disclosed in the Company’s 2011 Annual Report on Form 10-K are expected to continue unchanged throughout 2012.

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2012			2011			2012			2011
Service cost — benefits earned during the period	$	3.7		$	3.3		$	11.0		$	10.1
Interest cost on projected benefit obligation	8.4			8.8			25.4			26.5
Expected return on plan assets	(10.9		)	(10.1		)	(32.7		)	(30.3		)
Amortization of unrecognized transition obligation	0.1			0.1			0.2			0.2
Amortization of prior service cost	0.3			0.5			1.1			1.6
Recognized actuarial net loss	7.1			5.9			21.2			17.6
Settlement loss (gain)	—			—			3.1			(2.5		)
Net periodic benefit cost	$	8.7		$	8.5		$	29.3		$	23.2

Costs for defined contribution pension plans were $5.3 million and $16.1 million for the three and nine months ended September 30, 2012, respectively, and were $9.8 million for the nine months ended September 30, 2011.  A reduction in defined contribution pension plans accruals created a benefit of $0.1 million for the three months ended September 30, 2011. Benefit costs for other post retirement plans were not significant during the periods presented.

Note 10 — Accumulated Other Comprehensive (Income) Loss

In the first quarter of 2012, the Company made a cumulative correction of an error related to the translation of its Argentina operations from its functional currency of the Argentinean peso into its reporting currency.  This resulted in a $2.1 million decrease in property and equipment, a $4.0 million decrease in goodwill, with a corresponding offset to the foreign currency translation component of accumulated other comprehensive loss.  This correction also decreased first quarter 2012 Comprehensive income by $6.1 million.  This correction did not have a material impact on the Company’s current or previously issued consolidated financial statements.

The components of total comprehensive income (loss) are as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	2012		2011			2012		2011
Comprehensive income (loss) attributable to Bemis Company, Inc.	$	67.3	$	(109.4	)	$	106.5	$	67.6
Comprehensive income (loss) attributable to noncontrolling interests	—		0.3			—		5.3
Total comprehensive income (loss)	$	67.3	$	(109.1	)	$	106.5	$	72.9

The components of accumulated other comprehensive loss are as follows as of:

	September 30,			December 31,
(in millions)	2012			2011
Foreign currency translation	$	86.0		$	128.8
Pension and other postretirement liability adjustment, net of tax effect of $121.1 and $130.1	(203.9		)	(219.6		)
Unrecognized gain on derivative	—			0.1
Accumulated other comprehensive loss	$	(117.9	)	$	(90.7	)

10

Note 11 — Noncontrolling Interests

During the third quarter of 2011, the Company completed the purchase of the shares owned by the noncontrolling interest of its Brazilian subsidiary, Dixie Toga, Ltda. (formerly Dixie Toga, S.A.), for approximately $90 million. The remaining outstanding equity in American Plast S.A. was acquired by the Company during the first quarter of 2011 for approximately $0.4 million.  The differences between the total consideration paid and the noncontrolling interest adjustments were recorded as adjustments to capital in excess of par value. The following table summarizes the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity:

	Nine Months Ended September 30,
(in millions)	2012		2011
Net income attributable to Bemis Company, Inc.	$	133.7	$	161.3
Transfers to noncontrolling interests:
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of Dixie Toga S.A. preferred shares	—		(48.2		)
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of American Plast S.A. common shares	—		(0.2		)
Net transfers to noncontrolling interests	—		(48.4		)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests	$	133.7	$	112.9

11

Note 12 — Earnings Per Share Computations

The Company considers unvested share-based payment awards that contain nonforfeitable rights to receive dividends or dividend equivalents (whether paid or unpaid) to be participating securities, and thus includes them in the two-class method of computing earnings per share.  Participating securities include a portion of the Company’s unvested employee stock awards, which receive nonforfeitable cash payments equal to the dividend on the Company’s common stock.  The calculation of earnings per share for common stock shown below excludes the income attributable to the participating securities from the numerator and excludes the dilutive impact of those awards from the denominator.

			Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except per share amounts)			2012			2011			2012			2011
Numerator
Net income attributable to Bemis Company, Inc.			$	47.4		$	55.9		$	133.7		$	161.3
Income allocated to participating securities			(0.4		)	(0.8		)	(1.5		)	(2.4		)
Net income available to common shareholders (1)			$	47.0		$	55.1		$	132.2		$	158.9
Denominator
Weighted average common shares outstanding — basic			103.3			103.3			103.2			105.2
Dilutive shares			0.6			0.5			0.7			0.4
Weighted average common and common equivalent shares outstanding — diluted			103.9			103.8			103.9			105.6
Per common share income
Basic			$	0.46		$	0.53		$	1.28		$	1.51
Diluted			$	0.45		$	0.53		$	1.27		$	1.51
(1	)	Basic weighted average common shares outstanding	103.3			103.3			103.2			105.2
		Basic weighted average common shares outstanding and participating securities	104.2			104.8			104.3			106.8
		Percentage allocated to common shareholders	99.1		%	98.6		%	98.9		%	98.5		%

Certain stock options and stock awards outstanding were not included in the computation of diluted earnings per share above because they would not have had a dilutive effect. The excluded stock options and stock awards represented an aggregate of 0.1 million shares for the three months ending September 30, 2011. There were no anti-dilutive stock options or stock awards outstanding for the other periods presented.

12

Note 13 — Legal Proceedings

The Company is involved in a number of lawsuits incidental to its business, including environmental-related litigation and routine litigation arising in the ordinary course of business.  Although it is difficult to predict the ultimate outcome of these cases, the Company believes, except as discussed below, that any ultimate liability would not have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Environmental Matters

The Company is a potentially responsible party (PRP) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as “Superfund”) and similar state and foreign laws in proceedings associated with seventeen sites around the United States and one in Brazil.  These proceedings were instituted by the United States Environmental Protection Agency and certain state and foreign environmental agencies at various times beginning in 1983.  Superfund and similar state and foreign laws create liability for investigation and remediation in response to releases of hazardous substances in the environment. Under these statutes, joint and several liability may be imposed on waste generators, site owners and operators, and others regardless of fault.  Although these regulations could require the Company to remove or mitigate the effects on the environment at various sites, perform remediation work at such sites, or pay damages for loss of use and non-use values, the Company expects its liability in these proceedings to be limited to monetary damages. The Company expects its future liability relative to these sites to be insignificant, individually and in the aggregate.  The Company has accrued an amount that it believes to be adequate to cover its exposure.

São Paulo Tax Dispute

Dixie Toga Ltda (Dixie Toga), acquired by the Company on January 5, 2005, is involved in a tax dispute with the City of São Paulo, Brazil (the City).  The City imposes a tax on the rendering of printing services.  The City has assessed this city services tax on the production and sale of printed labels and packaging products.  Dixie Toga, along with a number of other packaging companies, disagree and contend that the city services tax is not applicable to its products and that the products are subject only to the state value added tax (VAT).  Under Brazilian law, state VAT and city services tax are mutually exclusive and the same transaction can be subject to only one of those taxes.  Based on a ruling from the State of São Paulo, advice from legal counsel, and long standing business practice, Dixie Toga appealed the city services tax and instead continued to collect and pay only the state VAT.

The City of São Paulo disagreed and assessed Dixie Toga the city services tax for the years 1991-1995.  The assessments for those years are estimated to be approximately $54.0 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the September 30, 2012 exchange rate.  Dixie Toga challenged the assessments and ultimately litigated the issue in two annulment actions filed on November 24, 1998 and August 16, 1999 in the Lower Tax Court in the city of São Paulo.  A decision by the Lower Tax Court in the city of São Paulo in 2002 cancelled all of the assessments for the years 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga had each appealed parts of the lower court decision.  On February 8, 2010, the São Paulo Court of Justice issued a Decision in favor of Dixie Toga.  This Decision has been appealed by the City of São Paulo.  In the event of a successful appeal by the City and an adverse resolution, the estimated amount for these years could be substantially increased for additional interest, monetary adjustments and costs from the date of acquisition.

The City has also asserted the applicability of the city services tax for the subsequent years 1996-2001 and has issued assessments for those years for Dixie Toga and for Itap Bemis Ltda., a Dixie Toga subsidiary.  The assessments for those years were upheld at the administrative level and are being challenged by the companies.  The assessments at the date of acquisition for these years for tax and penalties (exclusive of interest and monetary adjustments) are estimated to be approximately $8.1 million for Itap Bemis and $26.2 million for Dixie Toga, translated to U.S. dollars at the September 30, 2012 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $48.2 million for Itap Bemis and $140.1 million for Dixie Toga for interest, monetary adjustments and costs.

The 1996-2001 assessments for Dixie Toga are currently being challenged in the courts.  In pursuing its challenge through the courts, taxpayers are generally required, in accordance with court procedures, to pledge assets as security for its lawsuits.  Under certain circumstances, taxpayers may avoid the requirement to pledge assets.  Dixie Toga has secured a court injunction that avoids the current requirement to pledge assets as security for its lawsuit related to the 1996-2001 assessments.

13

The City has also asserted the applicability of the city services tax for the subsequent years 2004-2009.  The assessments issued by the City for these years have been received and are being challenged by the Company at the administrative level.  The assessments for possible tax, penalties, and interest are estimated to be approximately $47.0 million, translated to U.S. dollars at the September 30, 2012 exchange rate.

The Company strongly disagrees with the City’s position and intends to vigorously challenge any assessments by the City of São Paulo. The Company is unable at this time to predict the ultimate outcome of the controversy and as such has not recorded any liability related to this matter. An adverse resolution could be material to the consolidated results of operations and/or cash flows of the period in which the matter is resolved.

Brazil Investigation

     On September 18, 2007, the Secretariat of Economic Law (SDE), a governmental agency in Brazil, initiated an investigation into possible anti-competitive practices in the Brazilian flexible packaging industry against a number of Brazilian companies including a Dixie Toga subsidiary. The investigation relates to periods prior to the Company’s acquisition of control of Dixie Toga and its subsidiaries. Given the preliminary nature of the proceedings, the Company is unable at the present time to predict the outcome of this matter.

Multiemployer Defined Benefit Pension Plans

The Company contributes to three multiemployer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees.  The Company does not directly manage these multiemployer pension plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by employers contributing to the plans.  Based on the information provided by the plan administrators, the Company is aware that two of these plans are underfunded.  In addition, pension-related legislation requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding.  As a result, the Company expects its contributions to the underfunded plans to increase in the future.

Under current law regarding multiemployer defined benefit plans, a plan’s termination, the Company’s voluntary partial or full withdrawal, or the mass withdrawal of all contributing employers from any underfunded multiemployer pension plan would require the Company to make payments to the plan for the Company’s proportionate share of the multiemployer pension plan’s unfunded vested liabilities. Based on the information available from plan administrators, the Company estimates its share of withdrawal liability on its multiemployer pension plans to be approximately $30 million based on a voluntary withdrawal. This estimate excludes amounts for which the Company has recorded withdrawal liabilities as part of its facility consolidation and other costs program.  The majority of the plans in which the Company participates have a calendar year-end valuation date.  As such, the majority of the estimated withdrawal liability results from plans for which the valuation date was December 31, 2010.  Due to lack of current information, the Company believes that its current share of the withdrawal liability could materially differ from this estimate.  In addition, if a multiemployer defined benefit pension plan fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of 5 percent on the amount of the accumulated funding deficiency for those employers contributing to the fund.

The Company recorded charges related to the partial withdrawal from the GCIU — Employee Retirement Fund in the fourth quarter of 2011 and the second quarter of 2012 as part of the Company’s 2011 and 2012 facility consolidation programs. The expense recorded represents the Company’s best estimate of the expected settlement of these partial withdrawal liabilities.  While it is not possible to quantify the potential impact of future actions, further reductions in participation or withdrawal from these multiemployer pension plans could have a material impact on the Company’s consolidated annual results of operations, financial position, or cash flows.

14

Note 14 — Segments of Business

The Company’s business activities are organized around and aggregated into its two principal business segments, Flexible Packaging and Pressure Sensitive Materials, based on their similar economic characteristics, products, production process, types of customers, and distribution methods.  Both internal and external reporting conform to this organizational structure, with no significant differences in accounting policies applied.  Intersegment sales are generally priced to reflect nominal markups.  The Company evaluates the performance of its segments and allocates resources to them based on several factors including operating profit, which is defined as profit before general corporate expense, interest expense, other non-operating (income) expense, income taxes, and noncontrolling interests.  While there are similarities in selected technology and manufacturing processes utilized between the Company’s business segments, notable differences exist in products, application and distribution of products, and customer base.

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)	2012			2011			2012			2011
Net sales to unaffiliated customers:
Flexible Packaging	$	1,153.2		$	1,216.8		$	3,485.4		$	3,616.4
Pressure Sensitive Materials	135.7			142.0			423.4			439.0
Intersegment sales:
Flexible Packaging	(0.8		)	(0.7		)	(2.7		)	(2.2		)
Pressure Sensitive Materials	(0.3		)	(0.2		)	(0.8		)	(0.7		)
Total net sales	$	1,287.8		$	1,357.9		$	3,905.3		$	4,052.5
Operating profit and pretax profit:
Flexible Packaging operating profit	$	131.7		$	117.4		$	363.8		$	350.0
Flexible Packaging facility consolidation and other costs	(21.4		)	—			(49.3		)	—
Net Flexible Packaging operating profit	110.3			117.4			314.5			350.0
Pressure Sensitive Materials operating profit	7.7			8.0			28.3			29.6
General corporate expenses	(28.1		)	(21.2		)	(81.6		)	(66.9		)
Operating income	89.9			104.2			261.2			312.7
Interest expense	17.0			18.4			54.8			54.8
Other non-operating (income) expense, net	(1.3		)	(1.4		)	(2.2		)	—
Income before income taxes	$	74.2		$	87.2		$	208.6		$	257.9

Business Segments (in millions)	September 30, 2012		December 31, 2011
Total assets:
Flexible Packaging	$	3,632.2	$	3,687.6
Pressure Sensitive Materials	313.8		302.1
Total identifiable assets (1)	3,946.0		3,989.7
Corporate assets (2)	330.9		330.7
Total	$	4,276.9	$	4,320.4

(1)    Total assets by business segment include only those assets that are specifically identified with each segment’s operations.

(2)  Corporate assets are principally cash and cash equivalents, prepaid expenses, prepaid income taxes, prepaid pension benefit costs, and corporate tangible and intangible property.

15

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CEO

I, Henry J. Theisen, certify that:

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

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date	November 9, 2012	By	/s/ Henry J. Theisen
			Henry J. Theisen, President and Chief Executive Officer

1

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CFO

I, Scott B. Ullem, certify that:

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

2. Based on my knowledge, this 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 report

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions)

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date	November 9, 2012	By	/s/ Scott B. Ullem
			Scott B. Ullem, Vice President and Chief Financial Officer

1

EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS OF CEO AND CFO

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, 2012 (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/ Henry J. Theisen	/s/ Scott B. Ullem
Henry J. Theisen, President and	Scott B. Ullem, Vice President and
Chief Executive Officer	Chief Financial Officer
November 9, 2012	November 9, 2012

1

XML

Goodwill and Other Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	$ 1,048.4
Acquisitions and acquisition adjustments	2.9
Currency translation	(15.7)
Reported balance at the end of the period	1,035.6
Flexible Packaging segment
Goodwill
Goodwill, Acquired During Period	2.9
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	996.0
Currency translation	(15.8)
Reported balance at the end of the period	983.1
Pressure Sensitive Materials segment
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	52.4
Acquisitions and acquisition adjustments	0
Currency translation	0.1
Reported balance at the end of the period	$ 52.5

XML

Segments of Business (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Segment Reporting [Abstract]
Reporting Segments Number			2
Segment reporting information
Net Sales to Unaffiliated Customers:	$ 1,287.8	$ 1,357.9	$ 3,905.3	$ 4,052.5
Operating Profit and Pretax Profit:
Operating Income (Loss)	89.9	104.2	261.2	312.7
Interest expense	17.0	18.4	54.8	54.8
Other non-operating (income) expense, net	(1.3)	(1.4)	(2.2)	0
Income before income taxes	74.2	87.2	208.6	257.9
Total Assets	4,276.9		4,276.9		4,320.4
Reportable segment
Operating Profit and Pretax Profit:
Total Assets	3,946.0		3,946.0		3,989.7
Flexible Packaging segment
Segment reporting information
Net Sales to Unaffiliated Customers:	1,153.2	1,216.8	3,485.4	3,616.4
Intersegment Sales:	(0.8)	(0.7)	(2.7)	(2.2)
Operating Profit and Pretax Profit:
Operating Income (Loss)	110.3	117.4	314.5	350.0
Total Assets	3,632.2		3,632.2		3,687.6
FlexiblePackagingRestructuring [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	(21.4)	0	(49.3)	0
Pressure Sensitive Materials segment
Segment reporting information
Net Sales to Unaffiliated Customers:	135.7	142.0	423.4	439.0
Intersegment Sales:	(0.3)	(0.2)	(0.8)	(0.7)
Operating Profit and Pretax Profit:
Operating Income (Loss)	7.7	8.0	28.3	29.6
Total Assets	313.8		313.8		302.1
FlexiblePackagingBeforeRestructuring [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	131.7	117.4	363.8	350.0
Unallocated amount to segment
Operating Profit and Pretax Profit:
Total Assets	330.9		330.9		330.7
GeneralCorporateExpenses [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	$ 28.1	$ 21.2	$ 81.6	$ 66.9

XML

Acquisition (Details) (USD $) In Millions, unless otherwise specified	Aug. 21, 2012
Business Acquisition [Abstract]
Cash consideration	$ 19.1

XML

Inventories (Tables)

9 Months Ended

Sep. 30, 2012

Inventory Disclosure [Abstract]

Summary of inventory

Inventories are summarized as follows:

(in millions)	September 30, 2012		December 31, 2011
Raw materials and supplies	$	216.6	$	225.2
Work in process and finished goods	437.0		420.8
Total inventories	$	653.6	$	646.0

XML

Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			9 Months Ended
	Sep. 30, 2012	Mar. 31, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Stockholders' Equity Note [Abstract]
Decrease in Property and Equipment related to an error correction based on the translation of the Company's functional currency of Argentina operations		$ 2.1
Decrease in Goodwill related to an error correction based on the translation of the Company's functional currency of Argentina operations		4.0
Decrease in Comprehensive Income related to an error correction based on the translation of the Company's functional currency of Argentina operations		6.1
Accumulated other comprehensive loss, net of tax
Foreign currency translation	86.0			86.0		128.8
Pension and other postretirement liability adjustment, net of deferred tax effect	(203.9)			(203.9)		(219.6)
Tax effect of pension liability adjustment	121.1			121.1		130.1
Unrecognized gain on derivative	0			0		0.1
Accumulated other comprehensive income (loss)	(117.9)			(117.9)		(90.7)
Total other comprehensive income (loss)
Comprehensive income (loss) attributable to Bemis Company, Inc.	67.3		(109.4)	106.5	67.6
Comprehensive income (loss) attributable to noncontrolling interest	0		0.3	0	5.3
Total comprehensive income (loss)	$ 67.3		$ (109.1)	$ 106.5	$ 72.9

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Derivative Instruments (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Derivative Instruments, Gain (Loss)
Amount of gain (loss) recognized in income on derivatives	$ 0	$ (1.2)	$ 0.9	$ (1.2)
Currency swaps
Derivative Instruments, Gain (Loss)
Amount of gain (loss) recognized in income on derivatives	0	0.1	0	(1.8)
Forward exchange contracts
Derivative Instruments, Gain (Loss)
Amount of gain (loss) recognized in income on derivatives	$ 0	$ (1.3)	$ 0.9	$ 0.6

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New Accounting Guidance

9 Months Ended

Sep. 30, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Guidance

New Accounting Guidance

Goodwill Impairment Testing

In September 2011, the FASB issued new guidance intended to simplify goodwill impairment testing.  The new guidance allows an entity to perform a qualitative assessment on goodwill impairment to determine whether a quantitative assessment is necessary.  It is not expected that the adoption will have an impact on the Company’s consolidated financial position, results of operations, or cash flows.

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Noncontrolling Interests (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Mar. 31, 2011 American Plast S.A.	Sep. 30, 2012 American Plast S.A.	Sep. 30, 2011 American Plast S.A.	Sep. 30, 2011 Dixie Toga Ltda	Sep. 30, 2012 Dixie Toga Ltda	Sep. 30, 2011 Dixie Toga Ltda
Noncontrolling interests
Purchase of remaining shares owned by the noncontrolling interest of subsidiary			$ 0	$ 89.7	$ 0.4			$ 90.0
Net income attributable to Bemis Company, Inc.	47.4	55.9	133.7	161.3
Decrease in Bemis Company Inc.'s capital in excess of par value due to purchase of noncontrolling interest			0	(48.4)		0	(0.2)		0	(48.2)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests			$ 133.7	$ 112.9

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Noncontrolling Interests (Tables)

9 Months Ended

Sep. 30, 2012

Noncontrolling Interest [Abstract]

Effects of changes in the entity's ownership interest in its subsidiaries on the company's equity

The following table summarizes the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity:

	Nine Months Ended September 30,
(in millions)	2012		2011
Net income attributable to Bemis Company, Inc.	$	133.7	$	161.3
Transfers to noncontrolling interests:
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of Dixie Toga S.A. preferred shares	—		(48.2		)
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of American Plast S.A. common shares	—		(0.2		)
Net transfers to noncontrolling interests	—		(48.4		)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests	$	133.7	$	112.9

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Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2012

Stockholders' Equity Note [Abstract]

Components of total other comprehensive income (loss)

The components of total comprehensive income (loss) are as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	2012		2011			2012		2011
Comprehensive income (loss) attributable to Bemis Company, Inc.	$	67.3	$	(109.4	)	$	106.5	$	67.6
Comprehensive income (loss) attributable to noncontrolling interests	—		0.3			—		5.3
Total comprehensive income (loss)	$	67.3	$	(109.1	)	$	106.5	$	72.9

Components of accumulated other comprehensive income (loss)

The components of accumulated other comprehensive loss are as follows as of:

	September 30,			December 31,
(in millions)	2012			2011
Foreign currency translation	$	86.0		$	128.8
Pension and other postretirement liability adjustment, net of tax effect of $121.1 and $130.1	(203.9		)	(219.6		)
Unrecognized gain on derivative	—			0.1
Accumulated other comprehensive loss	$	(117.9	)	$	(90.7	)

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Earnings Per Share Computations (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Numerator
Net income attributable to Bemis Company, Inc. (in dollars)	$ 47.4	$ 55.9	$ 133.7	$ 161.3
Income allocated to participating securities (in dollars)	(0.4)	(0.8)	(1.5)	(2.4)
Net income available to common shareholders (in dollars)	$ 47.0	$ 55.1	$ 132.2	$ 158.9
Denominator
Basic weighted-average common shares outstanding	103.3	103.3	103.2	105.2
Dilutive shares	0.6	0.5	0.7	0.4
Weighted-average common and common equivalent shares outstanding - diluted	103.9	103.8	103.9	105.6
Per common share income
Basic (in dollars per share)	$ 0.46	$ 0.53	$ 1.28	$ 1.51
Diluted (in dollars per share)	$ 0.45	$ 0.53	$ 1.27	$ 1.51
Basic weighted-average common shares outstanding	103.3	103.3	103.2	105.2
Basic weighted-average common shares, outstanding and participating securities	104.2	104.8	104.3	106.8
Percentage allocated to common shareholders	99.10%	98.60%	98.90%	98.50%
Antidilutive stock options and stock awards		0.1

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Earnings Per Share Computations (Tables)

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Calculation of earnings per share

			Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except per share amounts)			2012			2011			2012			2011
Numerator
Net income attributable to Bemis Company, Inc.			$	47.4		$	55.9		$	133.7		$	161.3
Income allocated to participating securities			(0.4		)	(0.8		)	(1.5		)	(2.4		)
Net income available to common shareholders (1)			$	47.0		$	55.1		$	132.2		$	158.9
Denominator
Weighted average common shares outstanding — basic			103.3			103.3			103.2			105.2
Dilutive shares			0.6			0.5			0.7			0.4
Weighted average common and common equivalent shares outstanding — diluted			103.9			103.8			103.9			105.6
Per common share income
Basic			$	0.46		$	0.53		$	1.28		$	1.51
Diluted			$	0.45		$	0.53		$	1.27		$	1.51
(1	)	Basic weighted average common shares outstanding	103.3			103.3			103.2			105.2
		Basic weighted average common shares outstanding and participating securities	104.2			104.8			104.3			106.8
		Percentage allocated to common shareholders	99.1		%	98.6		%	98.9		%	98.5		%

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Segments of Business (Tables)

9 Months Ended

Sep. 30, 2012

Segment Reporting [Abstract]

Summary of the entity's business activities reported by business segments

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)	2012			2011			2012			2011
Net sales to unaffiliated customers:
Flexible Packaging	$	1,153.2		$	1,216.8		$	3,485.4		$	3,616.4
Pressure Sensitive Materials	135.7			142.0			423.4			439.0
Intersegment sales:
Flexible Packaging	(0.8		)	(0.7		)	(2.7		)	(2.2		)
Pressure Sensitive Materials	(0.3		)	(0.2		)	(0.8		)	(0.7		)
Total net sales	$	1,287.8		$	1,357.9		$	3,905.3		$	4,052.5
Operating profit and pretax profit:
Flexible Packaging operating profit	$	131.7		$	117.4		$	363.8		$	350.0
Flexible Packaging facility consolidation and other costs	(21.4		)	—			(49.3		)	—
Net Flexible Packaging operating profit	110.3			117.4			314.5			350.0
Pressure Sensitive Materials operating profit	7.7			8.0			28.3			29.6
General corporate expenses	(28.1		)	(21.2		)	(81.6		)	(66.9		)
Operating income	89.9			104.2			261.2			312.7
Interest expense	17.0			18.4			54.8			54.8
Other non-operating (income) expense, net	(1.3		)	(1.4		)	(2.2		)	—
Income before income taxes	$	74.2		$	87.2		$	208.6		$	257.9

Business Segments (in millions)	September 30, 2012		December 31, 2011
Total assets:
Flexible Packaging	$	3,632.2	$	3,687.6
Pressure Sensitive Materials	313.8		302.1
Total identifiable assets (1)	3,946.0		3,989.7
Corporate assets (2)	330.9		330.7
Total	$	4,276.9	$	4,320.4

(1)    Total assets by business segment include only those assets that are specifically identified with each segment’s operations.

(2)  Corporate assets are principally cash and cash equivalents, prepaid expenses, prepaid income taxes, prepaid pension benefit costs, and corporate tangible and intangible property.

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Basis of Presentation

9 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by Bemis Company, Inc. (the Company) in accordance with accounting principles for interim financial information generally accepted in the United States 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.  Certain prior year amounts have been reclassified to conform to current year presentation.  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, 2011.

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Facility Consolidation and Other Costs (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended	12 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended								3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Dec. 31, 2013	Sep. 30, 2012 2011 Facility Consolidation	Sep. 30, 2012 2011 Facility Consolidation	Dec. 31, 2011 2011 Facility Consolidation	Sep. 30, 2012 2011 Facility Consolidation Flexible Packaging	Dec. 31, 2011 2011 Facility Consolidation Flexible Packaging	Sep. 30, 2012 2011 Facility Consolidation Pressure Sensitive	Dec. 31, 2011 2011 Facility Consolidation Pressure Sensitive	Sep. 30, 2012 2011 Facility Consolidation Corporate	Dec. 31, 2011 2011 Facility Consolidation Corporate	Sep. 30, 2012 2011 Facility Consolidation Employee Costs	Sep. 30, 2012 2011 Facility Consolidation Fixed Asset Related	Sep. 30, 2012 2011 Facility Consolidation Other Costs	Sep. 30, 2012 2011 Facility Consolidation Total Facility Consolidation and Other Costs	Sep. 30, 2012 2011 Activity Employee Costs	Sep. 30, 2012 2011 Activity Fixed Asset Related	Sep. 30, 2012 2011 Activity Other Costs	Sep. 30, 2012 2011 Activity Total Facility Consolidation and Other Costs	Sep. 30, 2012 2012 Facility Consolidation	Sep. 30, 2012 2012 Facility Consolidation	Sep. 30, 2012 2012 Facility Consolidation Flexible Packaging	Sep. 30, 2012 2012 Facility Consolidation Employee Costs	Sep. 30, 2012 2012 Facility Consolidation Fixed Asset Related	Sep. 30, 2012 2012 Facility Consolidation Other Costs	Sep. 30, 2012 2012 Facility Consolidation Total Facility Consolidation and Other Costs	Sep. 30, 2012 2012 Activity Employee Costs	Sep. 30, 2012 2012 Activity Fixed Asset Related	Sep. 30, 2012 2012 Activity Other Costs	Sep. 30, 2012 2012 Activity Total Facility Consolidation and Other Costs
Facility Consolidation and Other Costs
Number of locations where production has ceased				4	4
Number of planned closure facilities under facility consolidation program					5																	4
Number of planned closure facilities under facility consolidation program outside United States																						3
Net expense accrued				$ 9.4	$ 26.3	$ 38.4	$ 26.2	$ 34.9	$ 0	$ 2.8	$ 0.1	$ 0.7					$ 5.0	$ 14.2	$ 7.1	$ 26.3	$ 12.0		$ 23.1					$ 12.5	$ 8.3	$ 2.3	$ 23.1
Expense incurred to date					64.7		61.1		2.8		0.8
Estimated future expense					21.3		21.3		0		0												32.3
Total estimated program costs					86.0		82.4		2.8		0.8		32.0	33.0	21.0	86.0							55.4	23.0	17.0	15.0	55.0
Cash payments	11.2	23.7
Approximately expected cash payments for the balance of 2012		24
Approximately expected cash payments for 2013			43
Changes in reserve
Beginning reserve balance																	23.1	0	0.2	23.3
Utilization (cash payments or otherwise settled)																	(13.3)	(14.2)	(7.3)	(34.8)								(2.1)	(8.3)	(2.3)	(12.7)
Other (accrual reversal and translation impact)																	1.2	0	0	1.2								0.3	0	0	0.3
Ending reserve balance																	$ 16.0	$ 0	$ 0	$ 16.0								$ 10.7	$ 0	$ 0	$ 10.7

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Goodwill and Other Intangible Assets (Details 2) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Components of amortized intangible assets
Gross Carrying Amount	$ 334.8		$ 339.4
Accumulated Amortization	(129.0)		(116.9)
Amortization expense for intangible assets	13.9	13.7
Estimated amortization expense
Remainder of 2012	4.4
2013	17.7
2014	16.9
2015	16.6
2016	16.6
2017	16.6
Contract based
Components of amortized intangible assets
Gross Carrying Amount	21.0		20.8
Accumulated Amortization	(13.7)		(13.6)
Technology based
Components of amortized intangible assets
Gross Carrying Amount	91.3		91.3
Accumulated Amortization	(39.5)		(35.3)
Marketing related
Components of amortized intangible assets
Gross Carrying Amount	25.0		26.3
Accumulated Amortization	(14.3)		(13.9)
Customer based
Components of amortized intangible assets
Gross Carrying Amount	197.5		201.0
Accumulated Amortization	$ (61.5)		$ (54.1)

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CONDENSED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net sales	$ 1,287.8	$ 1,357.9	$ 3,905.3	$ 4,052.5
Cost of products sold	1,040.7	1,134.2	3,193.9	3,361.0
Gross profit	247.1	223.7	711.4	691.5
Operating expenses:
Selling, general and administrative expenses	128.4	111.6	381.6	364.5
Research and development	10.2	10.6	31.5	28.2
Facility consolidation and other costs	21.4	0	49.4	0
Other operating (income) expense, net	(2.8)	(2.7)	(12.3)	(13.9)
Operating income	89.9	104.2	261.2	312.7
Interest expense	17.0	18.4	54.8	54.8
Other non-operating (income) expense, net	(1.3)	(1.4)	(2.2)	0
Income before income taxes	74.2	87.2	208.6	257.9
Provision for income taxes	26.8	31.0	74.9	93.3
Net income	47.4	56.2	133.7	164.6
Less: Net income attributable to noncontrolling interests	0	0.3	0	3.3
Net income attributable to Bemis Company, Inc.	47.4	55.9	133.7	161.3
Basic earnings per share (in dollars per share)	$ 0.46	$ 0.53	$ 1.28	$ 1.51
Diluted earnings per share (in dollars per share)	$ 0.45	$ 0.53	$ 1.27	$ 1.51
Cash dividends paid per share (in dollars per share)	$ 0.25	$ 0.24	$ 0.75	$ 0.72
Comprehensive income (loss) attributable to Bemis Company, Inc.	$ 67.3	$ (109.4)	$ 106.5	$ 67.6

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Legal Proceedings (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		7 Months Ended
	Sep. 30, 2012	Sep. 30, 2012 Sao Paulo city services tax for years 2004-2009	Aug. 16, 1999 Dixie Toga Ltda Sao Paulo city services tax for years 1991-1995	Sep. 30, 2012 Dixie Toga Ltda Sao Paulo city services tax for years 1991-1995	Sep. 30, 2012 Dixie Toga Ltda Sao Paulo city services tax for years 1996-2001	Sep. 30, 2012 Itap Bemis Ltda. Sao Paulo city services tax for years 1996-2001
Loss contingencies
Number of sites for state law proceedings under environmental matters	17
Number of Sites for Proceedings under Environmental Matters in Brazil	1
Estimated city services tax				$ 54.0
Number of annulment actions filed			2
Estimated city services tax and penalties					26.2	8.1
Estimated increase in city service tax and penalties for interest, monetary adjustments and costs					140.1	48.2
Estimated city services tax, penalties and interest		47.0
Number of multiemployer defined benefit pensions plans	3
Number of underfunded multiemployer defined benefit pensions plans	2
Share of withdrawal liability subject to voluntary withdrawal	$ 30
Percentage of nondeductible excise tax imposed upon by IRS on the amount of the accumulated funding deficiency for those employers contributing to the fund	5.00%

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CONDENSED CONSOLIDATED STATEMENT OF EQUITY (USD $) In Millions, unless otherwise specified	Total	Common Stock	Capital In Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Common Stock Held In Treasury	Noncontrolling Interests
Balance at Dec. 31, 2010	$ 1,927.4	$ 12.7	$ 568.0	$ 1,751.9	$ 91.1	$ (544.1)	$ 47.8
Increase (Decrease) in Shareholders' Equity
Net income	164.6			161.3			3.3
Unrecognized gain reclassified to earnings, net of tax	(0.4)				(0.4)
Translation adjustment	(103.4)				(105.4)		2.0
Pension and other postretirement liability adjustment, net of tax	12.1				12.1
Total comprehensive income	72.9
Cash dividends declared on common stock	(77.7)			(77.7)
Stock incentive programs and related tax withholdings	(4.0)		(4.0)
Excess tax benefit from share-based payment arrangements	1.2		1.2
Share-based compensation	13.5		13.5
Purchase of subsidiary shares from noncontrolling interests	(89.7)		(48.4)		11.8		(53.1)
Purchase of common stock	(161.1)					(161.1)
Balance at Sep. 30, 2011	1,682.5	12.7	530.3	1,835.5	9.2	(705.2)	0
Balance at Dec. 31, 2011	1,582.1	12.7	532.4	1,832.9	(90.7)	(705.2)	0
Increase (Decrease) in Shareholders' Equity
Net income	133.7			133.7
Unrecognized gain reclassified to earnings, net of tax	(0.1)				(0.1)
Translation adjustment	(42.8)				(42.8)
Pension and other postretirement liability adjustment, net of tax	15.7				15.7
Total comprehensive income	106.5
Cash dividends declared on common stock	(79.3)			(79.3)
Stock incentive programs and related tax withholdings	(5.1)		(5.1)
Excess tax benefit from share-based payment arrangements	0.3		0.3
Share-based compensation	13.1		13.1
Balance at Sep. 30, 2012	$ 1,617.6	$ 12.7	$ 540.7	$ 1,887.3	$ (117.9)	$ (705.2)	$ 0

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Financial Assets and Financial Liabilities Measured at Fair Value (Details 2) (Measured on a recurring basis, (Level 2), Interest-rate swap, USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Measured on a recurring basis | (Level 2) | Interest-rate swap
Fair values for derivatives
Derivative net asset (liability) position	$ 20.6	$ 3.3

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Facility Consolidation and Other Costs (Tables)

9 Months Ended

Sep. 30, 2012

2011 Facility Consolidation

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring and Related Costs [Table Text Block]

The estimated 2011 Program costs by reportable segment follow:

(in millions)	Flexible Packaging		Pressure Sensitive		Corporate		Total Facility Consolidation and Other Costs
2011 net expense accrued	$	34.9	$	2.8	$	0.7	$	38.4
2012 year-to-date net expense accrued	26.2		—		0.1		26.3
Expense incurred through September 30, 2012	61.1		2.8		0.8		64.7
Estimated future expense	21.3		—		—		21.3
Total estimated costs	$	82.4	$	2.8	$	0.8	$	86.0

2011 Activity

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring and Related Costs [Table Text Block]

An analysis of the 2011 Program accruals follows:

(in millions)	Employee Costs			Fixed Asset Related			Other Costs			Total Facility Consolidation and Other Costs
Reserve balance at December 31, 2011	$	23.1		$	—		$	0.2		$	23.3
Net expense accrued	5.0			14.2			7.1			26.3
Utilization (cash payments or otherwise settled)	(13.3		)	(14.2		)	(7.3		)	(34.8		)
Translation adjustments and other	1.2			—			—			1.2
Reserve balance at September 30, 2012	$	16.0		$	—		$	—		$	16.0

2012 Facility Consolidation

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring and Related Costs [Table Text Block]

The estimated 2012 Program costs by the Flexible Packaging reportable segment follow:

(in millions)	Flexible Packaging
Expense incurred through September 30, 2012	$	23.1
Estimated future expense	32.3
Total estimated costs	$	55.4

2012 Activity

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring and Related Costs [Table Text Block]

An analysis of the 2012 Program accruals follows:

(in millions)	Employee Costs			Fixed Asset Related			Other Costs			Total Facility Consolidation and Other Costs
Net expense accrued	$	12.5		$	8.3		$	2.3		$	23.1
Utilization (cash payments or otherwise settled)	(2.1		)	(8.3		)	(2.3		)	(12.7		)
Translation adjustments and other	0.3			—			—			0.3
Reserve balance at September 30, 2012	$	10.7		$	—		$	—		$	10.7

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Derivative Instruments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Dec. 31, 2011
Derivative Instruments
Maximum Remaining Maturity of Foreign Currency Derivatives	6	6
Senior notes, 4.5 percent due 2021
Derivative Instruments
Debt instrument, face amount	$ 400	$ 400
Forward exchange contracts
Derivative Instruments
Notional amounts of derivatives	7.7	7.7	9.8
Derivatives designated as hedging instruments | Interest-rate swap
Derivative Instruments
Notional amounts of derivatives			400.0
Number of swap agreements			4
Net settlement benefit due to reset of variable rates semi-annually at each net settlement date	1.8	5.1
(Level 2) | Measured on a recurring basis | Interest-rate swap
Derivative Instruments
Derivative net asset (liability) position	$ 20.6	$ 20.6	$ 3.3

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Derivative Instruments (Tables)

9 Months Ended

Sep. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair values for derivatives

The fair values, balance sheet presentation, and the hedge designation status of derivative instruments at September 30, 2012 and December 31, 2011 are presented in the table below:

(in millions)	Balance Sheet Location	Fair Value As of September 30, 2012		Fair Value As of December 31, 2011
Asset Derivatives
Interest rate swaps — designated as hedge	Deferred charges and other assets	$	20.6	$	3.3

Income statement impact of derivative instruments not designated as hedging instruments

The income statement impact of derivative instruments not designated as hedging instruments is presented in the table below:

		Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	Location of Gain (Loss) Recognized in Income on Derivatives	2012		2011			2012		2011
Currency swap contracts	Other non-operating (income) expense, net	$	—	$	0.1		$	—	$	(1.8	)
Forward exchange contracts	Other operating (income) expense, net	—		(1.3		)	0.9		0.6
Total		$	—	$	(1.2	)	$	0.9	$	(1.2	)

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CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Statement of Stockholders' Equity [Abstract]
Unrecognized gain reclassified to earnings, tax	$ 0.1	$ 0.3
Pension and other postretirement liability adjustment, tax effect	$ 9.0	$ 6.8
Cash dividends declared on common stock, per share	$ 0.75	$ 0.72
Stock incentive programs and related tax withholdings, shares	301,689	252,492
Purchase of common stock, shares		5,000,000

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CONDENSED CONSOLIDATED BALANCE SHEET (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 123.3	$ 109.8
Accounts receivable, net	687.5	665.4
Inventories	653.6	646.0
Prepaid expenses and other current assets	125.1	127.8
Total current assets	1,589.5	1,549.0
Property and equipment, net	1,364.8	1,440.9
Goodwill	1,035.6	1,048.4
Other intangible assets, net	205.8	222.5
Deferred charges and other assets	81.2	59.6
Total other long-term assets	1,322.6	1,330.5
TOTAL ASSETS	4,276.9	4,320.4
LIABILITIES
Current portion of long-term debt	0.2	13.4
Short-term borrowings	6.4	1.7
Accounts payable	407.3	415.8
Accrued salaries and wages	122.4	95.8
Accrued income and other taxes	34.9	23.9
Other current liabilities	126.9	131.4
Total current liabilities	698.1	682.0
Long-term debt, less current portion	1,494.4	1,554.8
Deferred taxes	179.9	175.5
Other liabilities and deferred credits	286.9	326.0
Total Liabilities	2,659.3	2,738.3
Bemis Company, Inc. shareholders' equity:
Common stock issued	12.7	12.7
Capital in excess of par value	540.7	532.4
Retained earnings	1,887.3	1,832.9
Accumulated other comprehensive loss	(117.9)	(90.7)
Common stock held in treasury	(705.2)	(705.2)
Total Equity	1,617.6	1,582.1
TOTAL LIABILITIES AND EQUITY	$ 4,276.9	$ 4,320.4

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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2012

Stockholders' Equity Note [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive (Income) Loss

In the first quarter of 2012, the Company made a cumulative correction of an error related to the translation of its Argentina operations from its functional currency of the Argentinean peso into its reporting currency.  This resulted in a $2.1 million decrease in property and equipment, a $4.0 million decrease in goodwill, with a corresponding offset to the foreign currency translation component of accumulated other comprehensive loss.  This correction also decreased first quarter 2012 Comprehensive income by $6.1 million.  This correction did not have a material impact on the Company’s current or previously issued consolidated financial statements.

The components of total comprehensive income (loss) are as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	2012		2011			2012		2011
Comprehensive income (loss) attributable to Bemis Company, Inc.	$	67.3	$	(109.4	)	$	106.5	$	67.6
Comprehensive income (loss) attributable to noncontrolling interests	—		0.3			—		5.3
Total comprehensive income (loss)	$	67.3	$	(109.1	)	$	106.5	$	72.9

The components of accumulated other comprehensive loss are as follows as of:

	September 30,			December 31,
(in millions)	2012			2011
Foreign currency translation	$	86.0		$	128.8
Pension and other postretirement liability adjustment, net of tax effect of $121.1 and $130.1	(203.9		)	(219.6		)
Unrecognized gain on derivative	—			0.1
Accumulated other comprehensive loss	$	(117.9	)	$	(90.7	)

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 31, 2012
Document And Entity Information Abstract
Entity Registrant Name	BEMIS CO INC
Entity Central Index Key	0000011199
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		103,290,005
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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Noncontrolling Interests

9 Months Ended

Sep. 30, 2012

Noncontrolling Interest [Abstract]

Noncontrolling Interests

Noncontrolling Interests

During the third quarter of 2011, the Company completed the purchase of the shares owned by the noncontrolling interest of its Brazilian subsidiary, Dixie Toga, Ltda. (formerly Dixie Toga, S.A.), for approximately $90 million. The remaining outstanding equity in American Plast S.A. was acquired by the Company during the first quarter of 2011 for approximately $0.4 million.  The differences between the total consideration paid and the noncontrolling interest adjustments were recorded as adjustments to capital in excess of par value. The following table summarizes the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity:

	Nine Months Ended September 30,
(in millions)	2012		2011
Net income attributable to Bemis Company, Inc.	$	133.7	$	161.3
Transfers to noncontrolling interests:
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of Dixie Toga S.A. preferred shares	—		(48.2		)
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of American Plast S.A. common shares	—		(0.2		)
Net transfers to noncontrolling interests	—		(48.4		)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests	$	133.7	$	112.9

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CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Common stock, shares issued	127.2	126.9
Common stock held in treasury, shares	24.0	24.0

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Financial Assets and Financial Liabilities Measured at Fair Value

9 Months Ended

Sep. 30, 2012

Fair Value Disclosures [Abstract]

Financial Assets and Financial Liabilities Measured at Fair Value

Financial Assets and Financial Liabilities Measured at Fair Value

The fair values of the Company’s financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).

The Company’s non-derivative financial instruments include cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, and long-term debt.  At September 30, 2012 and December 31, 2011, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturities of these instruments.

Fair value disclosures are classified based on the fair value hierarchy.  Level 1 fair value measurements represent exchange-traded securities which are valued at quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.  Level 2 fair value measurements are determined using input prices that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.  Level 3 fair value measurements are determined using unobservable inputs, such as internally developed pricing models for the asset or liability due to little or no market activity for the asset or liability.

The fair value measurements of the Company’s long-term debt, including current maturities, represent exchange-traded securities which are valued at quoted prices or using input prices that are directly observable or indirectly observable through corroboration with observable market data.  The carrying values and estimated fair values of long-term debt, including current maturities, at September 30, 2012 and December 31, 2011 follow:

	September 30, 2012				December 31, 2011
(in millions)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Total long-term debt	$	1,494.2	$	1,662.5	$	1,567.5	$	1,702.4

The fair values for derivatives are based on inputs other than quoted prices that are observable for the asset or liability.  These inputs include foreign currency exchange rates and interest rates.  The financial assets and financial liabilities are primarily valued using standard calculations / models that use as their basis readily observable market parameters.  Industry standard data providers are the primary source for forward and spot rate information for both interest rates and currency rates, with resulting valuations periodically validated through third-party or counterparty quotes.

	Fair Value As of September 30, 2012		Fair Value As of December 31, 2011
(in millions)	(Level 2)		(Level 2)
Interest rate swaps — net asset (liability) position	$	20.6	$	3.3

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Acquisition

9 Months Ended

Sep. 30, 2012

Business Acquisition [Abstract]

Business Combinations Disclosure Text Block

Acquisitions

On August 22, 2012, the Company acquired two flexible packaging businesses in Australia and New Zealand. The acquisition supports the Company’s strategy to enhance its presence in the Asia-Pacific region. The combined purchase price of approximately $19.1 million was financed with commercial paper and is subject to customary post-closing adjustments. Pro forma results of operations and other disclosures for the acquisitions noted above have not been presented, as they were immaterial to the reported results.

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Financial Assets and Financial Liabilities Measured at Fair Value (Tables)

9 Months Ended

Sep. 30, 2012

Fair Value Disclosures [Abstract]

Carrying values and estimated fair values of long-term debt, including current maturities

The carrying values and estimated fair values of long-term debt, including current maturities, at September 30, 2012 and December 31, 2011 follow:

	September 30, 2012				December 31, 2011
(in millions)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Total long-term debt	$	1,494.2	$	1,662.5	$	1,567.5	$	1,702.4

Fair values for derivatives

	Fair Value As of September 30, 2012		Fair Value As of December 31, 2011
(in millions)	(Level 2)		(Level 2)
Interest rate swaps — net asset (liability) position	$	20.6	$	3.3

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Earnings Per Share Computations

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share Computations

Earnings Per Share Computations

The Company considers unvested share-based payment awards that contain nonforfeitable rights to receive dividends or dividend equivalents (whether paid or unpaid) to be participating securities, and thus includes them in the two-class method of computing earnings per share.  Participating securities include a portion of the Company’s unvested employee stock awards, which receive nonforfeitable cash payments equal to the dividend on the Company’s common stock.  The calculation of earnings per share for common stock shown below excludes the income attributable to the participating securities from the numerator and excludes the dilutive impact of those awards from the denominator.

			Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except per share amounts)			2012			2011			2012			2011
Numerator
Net income attributable to Bemis Company, Inc.			$	47.4		$	55.9		$	133.7		$	161.3
Income allocated to participating securities			(0.4		)	(0.8		)	(1.5		)	(2.4		)
Net income available to common shareholders (1)			$	47.0		$	55.1		$	132.2		$	158.9
Denominator
Weighted average common shares outstanding — basic			103.3			103.3			103.2			105.2
Dilutive shares			0.6			0.5			0.7			0.4
Weighted average common and common equivalent shares outstanding — diluted			103.9			103.8			103.9			105.6
Per common share income
Basic			$	0.46		$	0.53		$	1.28		$	1.51
Diluted			$	0.45		$	0.53		$	1.27		$	1.51
(1	)	Basic weighted average common shares outstanding	103.3			103.3			103.2			105.2
		Basic weighted average common shares outstanding and participating securities	104.2			104.8			104.3			106.8
		Percentage allocated to common shareholders	99.1		%	98.6		%	98.9		%	98.5		%

Certain stock options and stock awards outstanding were not included in the computation of diluted earnings per share above because they would not have had a dilutive effect. The excluded stock options and stock awards represented an aggregate of 0.1 million shares for the three months ending September 30, 2011. There were no anti-dilutive stock options or stock awards outstanding for the other periods presented.

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Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill attributable to each reportable business segment follow:

(in millions)	Flexible Packaging Segment			Pressure Sensitive Materials Segment		Total
Reported balance at December 31, 2011	$	996.0		$	52.4	$	1,048.4
Acquisitions and acquisition adjustments	2.9			—		2.9
Currency translation	(15.8		)	0.1		(15.7		)
Reported balance at September 30, 2012	$	983.1		$	52.5	$	1,035.6

The components of amortized intangible assets follow:

	September 30, 2012					December 31, 2011
(in millions)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	21.0	$	(13.7	)	$	20.8	$	(13.6	)
Technology based	91.3		(39.5		)	91.3		(35.3		)
Marketing related	25.0		(14.3		)	26.3		(13.9		)
Customer based	197.5		(61.5		)	201.0		(54.1		)
Reported balance	$	334.8	$	(129.0	)	$	339.4	$	(116.9	)

Amortization expense for intangible assets was $13.9 million and $13.7 million during the first nine months of 2012 and 2011, respectively.  Estimated amortization expense for the remainder of 2012 is $4.4 million; $17.7 million for 2013; $16.9 million for 2014; and $16.6 million for each of the years 2015 through 2017.  The Company does not have any accumulated impairment losses.

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Derivative Instruments

9 Months Ended

Sep. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

The Company enters into derivative transactions to manage exposures arising in the normal course of business.  The Company does not enter into derivative transactions for speculative or trading purposes.  The Company recognizes all derivative instruments on the balance sheet at fair value.  Derivatives not designated as hedging instruments are adjusted to fair value through income.  Depending on the nature of derivatives designated as hedging instruments, changes in the fair value are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in shareholders’ equity through other comprehensive income until the hedged item is recognized.  Gains or losses, if any, related to the ineffective portion of any hedge are recognized through earnings in the current period.

The Company enters into forward exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables.  Forward exchange contracts generally have maturities of less than six months and relate primarily to major Western European currencies for the Company’s European operations, the U.S. dollar for the Company’s Brazilian operations, and the U.S. and Australian dollars for the Company’s New Zealand and Australian operations.  The Company has not designated these derivative instruments as hedging instruments.  At September 30, 2012, and December 31, 2011, the Company had outstanding forward exchange contracts with notional amounts aggregating $7.7 million and $9.8 million, respectively.  The net settlement amount (fair value) related to active forward exchange contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other operating (income) expense, net, which offsets the related transaction gains or losses. The net settlement amounts were immaterial for all periods presented.

The Company entered into currency swap contracts to manage changes in the fair value of U.S. dollar denominated debt held in Brazil.  The contracts effectively converted a portion of that debt to the functional currency of its Brazilian operation.  These currency swap contracts generally had maturities that matched the maturities of the underlying debt.  The Company had not designated these derivative instruments as hedging instruments.  There were no outstanding currency swap contracts as of September 30, 2012 and December 31, 2011.  The fair value related to swap contracts was recorded on the balance sheet as either a current or long-term asset or liability and as an element of other non-operating (income) expense, net, which offset the related transaction gains or losses.

The Company enters into interest rate swap contracts to economically convert a portion of the Company’s fixed-rate debt to variable rate debt.  During the fourth quarter of 2011, the Company entered into four interest rate swap agreements with a total notional amount of $400 million.  These contracts were designated as fair value hedges of the Company’s $400 million4.50 percent fixed-rate debt due in 2021.  The variable rate for each of the interest rate swaps is based on the six-month London Interbank Offered Rate (LIBOR), set in arrears, plus a fixed spread.  The variable rates are reset semi-annually at each net settlement date.  The net settlement benefit to the Company, which is recorded as a reduction in interest expense, was $1.8 million and $5.1 million for the three and nine months ended September 30, 2012, respectively.  The swap was not in place during the first nine months of 2011.  Fair values of these interest rate swaps are determined using discounted cash flow or other appropriate methodologies.  Asset positions are included in deferred charges and other assets with a corresponding increase in long-term debt.  Liability positions are included in other liabilities and deferred credits with a corresponding decrease in long-term debt.

The Company is exposed to credit loss in the event of non-performance by counterparties in forward exchange contracts, currency swaps, and interest rate swap contracts.  Collateral is generally not required of the counterparties or of the Company.  In the event a counterparty fails to meet the contractual terms of a currency swap or forward exchange contract, the Company’s risk is limited to the fair value of the instrument.  The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties.  The Company has not had any historical instances of non-performance by any counterparties, nor does it anticipate any future instances of non-performance.

The fair values, balance sheet presentation, and the hedge designation status of derivative instruments at September 30, 2012 and December 31, 2011 are presented in the table below:

(in millions)	Balance Sheet Location	Fair Value As of September 30, 2012		Fair Value As of December 31, 2011
Asset Derivatives
Interest rate swaps — designated as hedge	Deferred charges and other assets	$	20.6	$	3.3

The income statement impact of derivative instruments not designated as hedging instruments is presented in the table below:

		Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	Location of Gain (Loss) Recognized in Income on Derivatives	2012		2011			2012		2011
Currency swap contracts	Other non-operating (income) expense, net	$	—	$	0.1		$	—	$	(1.8	)
Forward exchange contracts	Other operating (income) expense, net	—		(1.3		)	0.9		0.6
Total		$	—	$	(1.2	)	$	0.9	$	(1.2	)

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Inventories

9 Months Ended

Sep. 30, 2012

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories are valued at the lower of cost, as generally determined by the first-in, first-out (FIFO) method, or market.  Inventory values using the FIFO method of accounting approximate replacement cost.  Inventories are summarized as follows:

(in millions)	September 30, 2012		December 31, 2011
Raw materials and supplies	$	216.6	$	225.2
Work in process and finished goods	437.0		420.8
Total inventories	$	653.6	$	646.0

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Components of Net Periodic Benefit Cost

9 Months Ended

Sep. 30, 2012

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Components of Net Periodic Benefit Cost

Components of Net Periodic Benefit Cost

Benefit costs for defined benefit pension plans are shown below.  The funding policy and assumptions disclosed in the Company’s 2011 Annual Report on Form 10-K are expected to continue unchanged throughout 2012.

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2012			2011			2012			2011
Service cost — benefits earned during the period	$	3.7		$	3.3		$	11.0		$	10.1
Interest cost on projected benefit obligation	8.4			8.8			25.4			26.5
Expected return on plan assets	(10.9		)	(10.1		)	(32.7		)	(30.3		)
Amortization of unrecognized transition obligation	0.1			0.1			0.2			0.2
Amortization of prior service cost	0.3			0.5			1.1			1.6
Recognized actuarial net loss	7.1			5.9			21.2			17.6
Settlement loss (gain)	—			—			3.1			(2.5		)
Net periodic benefit cost	$	8.7		$	8.5		$	29.3		$	23.2

Costs for defined contribution pension plans were $5.3 million and $16.1 million for the three and nine months ended September 30, 2012, respectively, and were $9.8 million for the nine months ended September 30, 2011.  A reduction in defined contribution pension plans accruals created a benefit of $0.1 million for the three months ended September 30, 2011. Benefit costs for other post retirement plans were not significant during the periods presented.

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Financial Assets and Financial Liabilities Measured at Fair Value (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Carrying Value
Carrying values and estimated fair values of long-term debt, including current maturities
Total long-term debt	$ 1,494.2	$ 1,567.5
Fair Value | (Level 2)
Carrying values and estimated fair values of long-term debt, including current maturities
Total long-term debt	$ 1,662.5	$ 1,702.4

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Segments of Business

9 Months Ended

Sep. 30, 2012

Segment Reporting [Abstract]

Segments of Business

Segments of Business

The Company’s business activities are organized around and aggregated into its two principal business segments, Flexible Packaging and Pressure Sensitive Materials, based on their similar economic characteristics, products, production process, types of customers, and distribution methods.  Both internal and external reporting conform to this organizational structure, with no significant differences in accounting policies applied.  Intersegment sales are generally priced to reflect nominal markups.  The Company evaluates the performance of its segments and allocates resources to them based on several factors including operating profit, which is defined as profit before general corporate expense, interest expense, other non-operating (income) expense, income taxes, and noncontrolling interests.  While there are similarities in selected technology and manufacturing processes utilized between the Company’s business segments, notable differences exist in products, application and distribution of products, and customer base.

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)	2012			2011			2012			2011
Net sales to unaffiliated customers:
Flexible Packaging	$	1,153.2		$	1,216.8		$	3,485.4		$	3,616.4
Pressure Sensitive Materials	135.7			142.0			423.4			439.0
Intersegment sales:
Flexible Packaging	(0.8		)	(0.7		)	(2.7		)	(2.2		)
Pressure Sensitive Materials	(0.3		)	(0.2		)	(0.8		)	(0.7		)
Total net sales	$	1,287.8		$	1,357.9		$	3,905.3		$	4,052.5
Operating profit and pretax profit:
Flexible Packaging operating profit	$	131.7		$	117.4		$	363.8		$	350.0
Flexible Packaging facility consolidation and other costs	(21.4		)	—			(49.3		)	—
Net Flexible Packaging operating profit	110.3			117.4			314.5			350.0
Pressure Sensitive Materials operating profit	7.7			8.0			28.3			29.6
General corporate expenses	(28.1		)	(21.2		)	(81.6		)	(66.9		)
Operating income	89.9			104.2			261.2			312.7
Interest expense	17.0			18.4			54.8			54.8
Other non-operating (income) expense, net	(1.3		)	(1.4		)	(2.2		)	—
Income before income taxes	$	74.2		$	87.2		$	208.6		$	257.9

Business Segments (in millions)	September 30, 2012		December 31, 2011
Total assets:
Flexible Packaging	$	3,632.2	$	3,687.6
Pressure Sensitive Materials	313.8		302.1
Total identifiable assets (1)	3,946.0		3,989.7
Corporate assets (2)	330.9		330.7
Total	$	4,276.9	$	4,320.4

(1)    Total assets by business segment include only those assets that are specifically identified with each segment’s operations.

(2)  Corporate assets are principally cash and cash equivalents, prepaid expenses, prepaid income taxes, prepaid pension benefit costs, and corporate tangible and intangible property.

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the carrying amount of goodwill attributable to each reportable business segment

Changes in the carrying amount of goodwill attributable to each reportable business segment follow:

(in millions)	Flexible Packaging Segment			Pressure Sensitive Materials Segment		Total
Reported balance at December 31, 2011	$	996.0		$	52.4	$	1,048.4
Acquisitions and acquisition adjustments	2.9			—		2.9
Currency translation	(15.8		)	0.1		(15.7		)
Reported balance at September 30, 2012	$	983.1		$	52.5	$	1,035.6

Components of amortized intangible assets

The components of amortized intangible assets follow:

	September 30, 2012					December 31, 2011
(in millions)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	21.0	$	(13.7	)	$	20.8	$	(13.6	)
Technology based	91.3		(39.5		)	91.3		(35.3		)
Marketing related	25.0		(14.3		)	26.3		(13.9		)
Customer based	197.5		(61.5		)	201.0		(54.1		)
Reported balance	$	334.8	$	(129.0	)	$	339.4	$	(116.9	)

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Components of Net Periodic Benefit Cost (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Components of Net Periodic Benefit Cost
Defined contribution benefits plans	$ 5.3	$ (0.1)	$ 16.1	$ 9.8
Pension Benefits
Components of Net Periodic Benefit Cost
Service cost - benefits earned during the period	3.7	3.3	11.0	10.1
Interest cost on projected benefit obligation	8.4	8.8	25.4	26.5
Expected return on plan assets	(10.9)	(10.1)	(32.7)	(30.3)
Amortization of unrecognized transition obligation	0.1	0.1	0.2	0.2
Amortization of prior service cost	0.3	0.5	1.1	1.6
Recognized actuarial net (gain) or loss	7.1	5.9	21.2	17.6
Settlement loss (gain)	0	0	3.1	(2.5)
Net periodic benefit (income) cost	$ 8.7	$ 8.5	$ 29.3	$ 23.2

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operating activities
Net income	$ 133.7	$ 164.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	157.2	166.7
Excess tax benefit from share-based payment arrangements	(0.3)	(1.2)
Share-based compensation	13.1	13.5
Deferred income taxes	(3.3)	15.7
Income of unconsolidated affiliated company	(2.1)	(2.1)
Cash dividends received from unconsolidated affiliated company	0	4.3
(Gain) loss on sale of property and equipment	0.2	(0.5)
Net facility consolidation and other costs	27.0	0
Changes in working capital, excluding effect of acquisitions	(20.8)	(117.0)
Net change in deferred charges and credits	(14.5)	6.5
Net cash provided by operating activities	290.2	250.5
Cash flows from investing activities
Additions to property and equipment	(92.4)	(92.2)
Business acquisitions and adjustments, net of cash acquired	(19.1)	(102.7)
Proceeds from sale of property and equipment	4.0	3.7
Net cash used in investing activities	(107.5)	(191.2)
Cash flows from financing activities
Proceeds from issuance of long-term debt	0	6.6
Repayment of long-term debt	(313.6)	(4.3)
Net borrowing of commercial paper	222.5	316.0
Net borrowing of short-term debt	5.1	1.0
Cash dividends paid to shareholders	(78.3)	(76.8)
Common stock purchased for the treasury	0	(161.1)
Purchase of subsidiary shares of noncontrolling interests	0	(89.7)
Excess tax benefit from share-based payment arrangements	0.3	1.2
Stock incentive programs and related tax withholdings	(5.1)	(4.0)
Net cash (used in) provided by financing activities	(169.1)	(11.1)
Effect of exchange rates on cash and cash equivalents	(0.1)	(10.7)
Net increase in cash and cash equivalents	13.5	37.5
Cash and cash equivalents balance at beginning of year	109.8	60.4
Cash and cash equivalents balance at end of period	$ 123.3	$ 97.9

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Facility Consolidation and Other Costs

9 Months Ended

Sep. 30, 2012

Restructuring and Related Activities [Abstract]

Facility Consolidation and Other Costs

Facility Consolidation and Other Costs

2011 Program

During the fourth quarter of 2011, the Company initiated a facility consolidation and other costs program (“2011 Program”) to improve efficiencies and reduce fixed costs.  As a part of this program, the Company announced the planned closure of five facilities. As of September 30, 2012, manufacturing operations had ceased at four of these manufacturing facilities.  Most of the production from these five facilities is being transferred to other facilities.  In the second quarter of 2012, management revised the total estimated 2011 Program costs to approximately $86 million, related to an increase in employee-related costs in the Flexible Packaging segment.  The total estimated 2011 Program costs include $32 million in employee costs, $33 million in fixed asset accelerated depreciation and write-downs, and $21 million in other facility consolidation costs.  These amounts exclude any potential gain to be recognized on the sale of property. Expenses in the third quarter of 2012 were $9.4 million, primarily consisting of accelerated depreciation and equipment relocation. The estimated 2011 Program costs by reportable segment follow:

(in millions)	Flexible Packaging		Pressure Sensitive		Corporate		Total Facility Consolidation and Other Costs
2011 net expense accrued	$	34.9	$	2.8	$	0.7	$	38.4
2012 year-to-date net expense accrued	26.2		—		0.1		26.3
Expense incurred through September 30, 2012	61.1		2.8		0.8		64.7
Estimated future expense	21.3		—		—		21.3
Total estimated costs	$	82.4	$	2.8	$	0.8	$	86.0

An analysis of the 2011 Program accruals follows:

(in millions)	Employee Costs			Fixed Asset Related			Other Costs			Total Facility Consolidation and Other Costs
Reserve balance at December 31, 2011	$	23.1		$	—		$	0.2		$	23.3
Net expense accrued	5.0			14.2			7.1			26.3
Utilization (cash payments or otherwise settled)	(13.3		)	(14.2		)	(7.3		)	(34.8		)
Translation adjustments and other	1.2			—			—			1.2
Reserve balance at September 30, 2012	$	16.0		$	—		$	—		$	16.0

2012 Program

During the second quarter of 2012, the Company expanded its facility consolidation and other costs program (“2012 Program”) to further improve efficiencies and reduce costs within its Flexible Packaging segment.  As a part of this program, the Company announced the planned closure of an additional four production locations, including three facilities outside of the United States, and the relocation of the majority of the production to other facilities.  The total estimated 2012 Program costs of approximately $55 million include $23 million in employee-related costs, $17 million in fixed asset accelerated depreciation and write-downs, and $15 million in other facility consolidation costs.  The amounts exclude any potential gain to be recognized on the sale of property. Expenses in the third quarter of 2012 were $12.0 million, primarily consisting of accelerated depreciation. The estimated 2012 Program costs by the Flexible Packaging reportable segment follow:

(in millions)	Flexible Packaging
Expense incurred through September 30, 2012	$	23.1
Estimated future expense	32.3
Total estimated costs	$	55.4

An analysis of the 2012 Program accruals follows:

(in millions)	Employee Costs			Fixed Asset Related			Other Costs			Total Facility Consolidation and Other Costs
Net expense accrued	$	12.5		$	8.3		$	2.3		$	23.1
Utilization (cash payments or otherwise settled)	(2.1		)	(8.3		)	(2.3		)	(12.7		)
Translation adjustments and other	0.3			—			—			0.3
Reserve balance at September 30, 2012	$	10.7		$	—		$	—		$	10.7

Plant closings associated with each of the facility consolidation programs are expected to be completed in early 2013.  Included in employee-related costs is a partial withdrawal liability provision which represents the Company’s best estimate for the cost to exit a multiemployer plan related to a facility that is scheduled to cease operations at year-end.  Cash payments for these programs in the three and nine months ended September 30, 2012 totaled $11.2 million and $23.7 million respectively.  Cash payments for the balance of 2012 are expected to be approximately $24 million, with the balance of $43 million to be paid in 2013.  These amounts exclude any potential cash proceeds to be received on the sale of property. The costs related to facility consolidation activities have been recorded on the consolidated statement of income as facility consolidation and other costs. The accruals related to facility consolidation activities have been recorded on the consolidated balance sheet as other current liabilities.

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Components of Net Periodic Benefit Cost (Tables)

9 Months Ended

Sep. 30, 2012

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Components of net periodic benefit cost

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2012			2011			2012			2011
Service cost — benefits earned during the period	$	3.7		$	3.3		$	11.0		$	10.1
Interest cost on projected benefit obligation	8.4			8.8			25.4			26.5
Expected return on plan assets	(10.9		)	(10.1		)	(32.7		)	(30.3		)
Amortization of unrecognized transition obligation	0.1			0.1			0.2			0.2
Amortization of prior service cost	0.3			0.5			1.1			1.6
Recognized actuarial net loss	7.1			5.9			21.2			17.6
Settlement loss (gain)	—			—			3.1			(2.5		)
Net periodic benefit cost	$	8.7		$	8.5		$	29.3		$	23.2

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Inventory valuation
Raw materials and supplies	$ 216.6	$ 225.2
Work in process and finished goods	437.0	420.8
Total inventories	$ 653.6	$ 646.0

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Legal Proceedings

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Legal Proceedings

Legal Proceedings

The Company is involved in a number of lawsuits incidental to its business, including environmental-related litigation and routine litigation arising in the ordinary course of business.  Although it is difficult to predict the ultimate outcome of these cases, the Company believes, except as discussed below, that any ultimate liability would not have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Environmental Matters

The Company is a potentially responsible party (PRP) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as “Superfund”) and similar state and foreign laws in proceedings associated with seventeen sites around the United States and one in Brazil.  These proceedings were instituted by the United States Environmental Protection Agency and certain state and foreign environmental agencies at various times beginning in 1983.  Superfund and similar state and foreign laws create liability for investigation and remediation in response to releases of hazardous substances in the environment. Under these statutes, joint and several liability may be imposed on waste generators, site owners and operators, and others regardless of fault.  Although these regulations could require the Company to remove or mitigate the effects on the environment at various sites, perform remediation work at such sites, or pay damages for loss of use and non-use values, the Company expects its liability in these proceedings to be limited to monetary damages. The Company expects its future liability relative to these sites to be insignificant, individually and in the aggregate.  The Company has accrued an amount that it believes to be adequate to cover its exposure.

São Paulo Tax Dispute

Dixie Toga Ltda (Dixie Toga), acquired by the Company on January 5, 2005, is involved in a tax dispute with the City of São Paulo, Brazil (the City).  The City imposes a tax on the rendering of printing services.  The City has assessed this city services tax on the production and sale of printed labels and packaging products.  Dixie Toga, along with a number of other packaging companies, disagree and contend that the city services tax is not applicable to its products and that the products are subject only to the state value added tax (VAT).  Under Brazilian law, state VAT and city services tax are mutually exclusive and the same transaction can be subject to only one of those taxes.  Based on a ruling from the State of São Paulo, advice from legal counsel, and long standing business practice, Dixie Toga appealed the city services tax and instead continued to collect and pay only the state VAT.

The City of São Paulo disagreed and assessed Dixie Toga the city services tax for the years 1991-1995.  The assessments for those years are estimated to be approximately $54.0 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the September 30, 2012 exchange rate.  Dixie Toga challenged the assessments and ultimately litigated the issue in two annulment actions filed on November 24, 1998 and August 16, 1999 in the Lower Tax Court in the city of São Paulo.  A decision by the Lower Tax Court in the city of São Paulo in 2002 cancelled all of the assessments for the years 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga had each appealed parts of the lower court decision.  On February 8, 2010, the São Paulo Court of Justice issued a Decision in favor of Dixie Toga.  This Decision has been appealed by the City of São Paulo.  In the event of a successful appeal by the City and an adverse resolution, the estimated amount for these years could be substantially increased for additional interest, monetary adjustments and costs from the date of acquisition.

The City has also asserted the applicability of the city services tax for the subsequent years 1996-2001 and has issued assessments for those years for Dixie Toga and for Itap Bemis Ltda., a Dixie Toga subsidiary.  The assessments for those years were upheld at the administrative level and are being challenged by the companies.  The assessments at the date of acquisition for these years for tax and penalties (exclusive of interest and monetary adjustments) are estimated to be approximately $8.1 million for Itap Bemis and $26.2 million for Dixie Toga, translated to U.S. dollars at the September 30, 2012 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $48.2 million for Itap Bemis and $140.1 million for Dixie Toga for interest, monetary adjustments and costs.

The 1996-2001 assessments for Dixie Toga are currently being challenged in the courts.  In pursuing its challenge through the courts, taxpayers are generally required, in accordance with court procedures, to pledge assets as security for its lawsuits.  Under certain circumstances, taxpayers may avoid the requirement to pledge assets.  Dixie Toga has secured a court injunction that avoids the current requirement to pledge assets as security for its lawsuit related to the 1996-2001 assessments.

The City has also asserted the applicability of the city services tax for the subsequent years 2004-2009.  The assessments issued by the City for these years have been received and are being challenged by the Company at the administrative level.  The assessments for possible tax, penalties, and interest are estimated to be approximately $47.0 million, translated to U.S. dollars at the September 30, 2012 exchange rate.

The Company strongly disagrees with the City’s position and intends to vigorously challenge any assessments by the City of São Paulo. The Company is unable at this time to predict the ultimate outcome of the controversy and as such has not recorded any liability related to this matter. An adverse resolution could be material to the consolidated results of operations and/or cash flows of the period in which the matter is resolved.

Brazil Investigation

     On September 18, 2007, the Secretariat of Economic Law (SDE), a governmental agency in Brazil, initiated an investigation into possible anti-competitive practices in the Brazilian flexible packaging industry against a number of Brazilian companies including a Dixie Toga subsidiary. The investigation relates to periods prior to the Company’s acquisition of control of Dixie Toga and its subsidiaries. Given the preliminary nature of the proceedings, the Company is unable at the present time to predict the outcome of this matter.

Multiemployer Defined Benefit Pension Plans

The Company contributes to three multiemployer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees.  The Company does not directly manage these multiemployer pension plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by employers contributing to the plans.  Based on the information provided by the plan administrators, the Company is aware that two of these plans are underfunded.  In addition, pension-related legislation requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding.  As a result, the Company expects its contributions to the underfunded plans to increase in the future.

Under current law regarding multiemployer defined benefit plans, a plan’s termination, the Company’s voluntary partial or full withdrawal, or the mass withdrawal of all contributing employers from any underfunded multiemployer pension plan would require the Company to make payments to the plan for the Company’s proportionate share of the multiemployer pension plan’s unfunded vested liabilities. Based on the information available from plan administrators, the Company estimates its share of withdrawal liability on its multiemployer pension plans to be approximately $30 million based on a voluntary withdrawal. This estimate excludes amounts for which the Company has recorded withdrawal liabilities as part of its facility consolidation and other costs program.  The majority of the plans in which the Company participates have a calendar year-end valuation date.  As such, the majority of the estimated withdrawal liability results from plans for which the valuation date was December 31, 2010.  Due to lack of current information, the Company believes that its current share of the withdrawal liability could materially differ from this estimate.  In addition, if a multiemployer defined benefit pension plan fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of 5 percent on the amount of the accumulated funding deficiency for those employers contributing to the fund.

The Company recorded charges related to the partial withdrawal from the GCIU — Employee Retirement Fund in the fourth quarter of 2011 and the second quarter of 2012 as part of the Company’s 2011 and 2012 facility consolidation programs. The expense recorded represents the Company’s best estimate of the expected settlement of these partial withdrawal liabilities.  While it is not possible to quantify the potential impact of future actions, further reductions in participation or withdrawal from these multiemployer pension plans could have a material impact on the Company’s consolidated annual results of operations, financial position, or cash flows.