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 March 31, 2014

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   x  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  x  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)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of April 30, 2014, the registrant had 100,853,359 shares of Common Stock, $0.10 par value, issued and outstanding.

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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 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 materials: 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; 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 transition of production; 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, 2013 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

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

(in millions, except per share amounts)

	Three Months Ended
	March 31,
	2014			2013
Net sales	$	1,237.8		$	1,255.0
Cost of products sold	1,023.2			1,013.2
Gross profit	214.6			241.8
Operating expenses:
Selling, general and administrative expenses	122.7			130.6
Research and development	13.1			11.3
Facility consolidation and other costs	—			9.3
Other operating income	(0.4		)	(1.5		)
Operating income	79.2			92.1
Interest expense	16.9			16.6
Other non-operating (income) expense	(12.6		)	4.1
Income before income taxes	74.9			71.4
Provision for income taxes	25.7			22.1
Net income	$	49.2		$	49.3
Basic earnings per share	$	0.48		$	0.48
Diluted earnings per share	$	0.48		$	0.47
Cash dividends paid per share	$	0.27		$	0.26

See accompanying notes to consolidated financial statements.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(in millions)

	Three Months Ended
	March 31,
	2014			2013
Net income	$	49.2		$	49.3
Other comprehensive income:
Translation adjustments	10.0			8.4
Pension and other postretirement liability adjustments, net of tax (a)	1.3			4.2
Other comprehensive income	11.3			12.6
Total comprehensive income	$	60.5		$	61.9
(a) - Tax expense amounts related to pension and other postretirement liability adjustments	$	(0.7	)	$	(2.6	)

See accompanying notes to consolidated financial statements.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

(in millions)

	March 31, 2014			December 31, 2013
ASSETS
Cash and cash equivalents	$	152.2		$	141.7
Accounts receivable, net	654.1			615.4
Inventories	665.9			648.5
Prepaid expenses and other current assets	110.5			98.9
Total current assets	1,582.7			1,504.5
Property and equipment, net	1,242.7			1,284.3
Goodwill	1,046.3			1,052.2
Other intangible assets, net	187.0			190.6
Deferred charges and other assets	89.5			78.6
Total other long-term assets	1,322.8			1,321.4
TOTAL ASSETS	$	4,148.2		$	4,110.2
LIABILITIES
Current portion of long-term debt	$	0.1		$	0.2
Short-term borrowings	18.4			14.7
Accounts payable	395.0			362.8
Accrued salaries and wages	84.3			99.6
Accrued income and other taxes	56.7			32.3
Other current liabilities	90.5			92.3
Total current liabilities	645.0			601.9
Long-term debt, less current portion	1,441.5			1,421.4
Deferred taxes	258.5			269.8
Other liabilities and deferred credits	126.2			132.3
Total liabilities	2,471.2			2,425.4
EQUITY
Bemis Company, Inc. shareholders’ equity:
Common stock issued (128.0 and 127.9 shares, respectively)	12.8			12.8
Capital in excess of par value	550.5			548.1
Retained earnings	2,026.8			2,005.1
Accumulated other comprehensive loss	(87.4		)	(98.7		)
Common stock held in treasury (27.1 and 26.0 shares at cost, respectively)	(825.7		)	(782.5		)
Total equity	1,677.0			1,684.8
TOTAL LIABILITIES AND EQUITY	$	4,148.2		$	4,110.2

See accompanying notes to consolidated financial statements.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(in millions)

	Three Months Ended
	March 31,
	2014			2013
Cash flows from operating activities
Net income	$	49.2		$	49.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	47.6			49.2
Excess tax benefit from share-based payment arrangements	(0.4		)	—
Share-based compensation	3.5			4.5
Deferred income taxes	(12.5		)	5.8
Income of unconsolidated affiliated company	(0.4		)	(0.6		)
Loss on sale of property and equipment	—			0.2
Net facility consolidation and other costs	—			(1.7		)
Gain on divestiture	(9.4		)	—
Changes in working capital, excluding effect of acquisitions, divestitures and currency	(56.8		)	(100.7		)
Changes in other assets and liabilities	(8.3		)	2.4
Net cash provided by operating activities	12.5			8.4
Cash flows from investing activities
Additions to property and equipment	(33.5		)	(27.2		)
Business acquisitions and adjustments, net of cash acquired	—			0.2
Proceeds from sale of property and equipment	2.5			0.3
Proceeds from divestiture	79.8			—
Net cash provided by (used in) investing activities	48.8			(26.7		)
Cash flows from financing activities
Net borrowing of commercial paper	13.3			129.2
Net borrowing of short-term debt	5.1			0.1
Cash dividends paid to shareholders	(27.5		)	(27.2		)
Common stock purchased for the treasury	(43.2		)	(35.6		)
Excess tax benefit from share-based payment arrangements	0.4			—
Stock incentive programs and related tax withholdings	(1.5		)	(12.7		)
Net cash (used in) provided by financing activities	(53.4		)	53.8
Effect of exchange rates on cash and cash equivalents	2.6			3.1
Net increase in cash and cash equivalents	10.5			38.6
Cash and cash equivalents balance at beginning of year	141.7			114.1
Cash and cash equivalents balance at end of period	$	152.2		$	152.7

See accompanying notes to consolidated financial statements.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

(in millions)

	Common Stock		Capital In Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Common Stock Held In Treasury			Total
Balance at December 31, 2012	$	12.7	$	545.4		$	1,900.9		$	(112.9	)	$	(705.2	)	$	1,640.9
Net income						49.3									49.3
Other comprehensive income									12.6						12.6
Cash dividends declared on common stock						(26.9		)							(26.9		)
Stock incentive programs and related tax withholdings (0.6 shares)	0.1		(12.8		)										(12.7		)
Tax shortfall expense from share-based payment arrangements			(0.9		)										(0.9		)
Share-based compensation			4.5												4.5
Purchase of 1.0 shares of common stock for the treasury												(35.6		)	(35.6		)
Balance at March 31, 2013	$	12.8	$	536.2		$	1,923.3		$	(100.3	)	$	(740.8	)	$	1,631.2
Balance at December 31, 2013	$	12.8	$	548.1		$	2,005.1		$	(98.7	)	$	(782.5	)	$	1,684.8
Net income						49.2									49.2
Other comprehensive income									11.3						11.3
Cash dividends declared on common stock						(27.5		)							(27.5		)
Stock incentive programs and related tax withholdings (0.1 shares)			(1.5		)										(1.5		)
Excess tax benefit from share-based payment arrangements			0.4												0.4
Share-based compensation			3.5												3.5
Purchase of 1.1 shares of common stock for the treasury												(43.2		)	(43.2		)
Balance at March 31, 2014	$	12.8	$	550.5		$	2,026.8		$	(87.4	)	$	(825.7	)	$	1,677.0

See accompanying notes to consolidated financial statements.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

The accompanying unaudited condensed 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.  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, 2013.

Note 2 — New Accounting Guidance

In April 2014, the Financial Accounting Standards Board ("FASB") issued new guidance that redefines a

discontinued operation as a component or group of components that has been disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. Continuing involvement will no longer preclude presentation as a discontinued operation. The guidance is required to be applied by the Company prospectively to new disposals and new classifications of disposal groups as held for sale beginning in fiscal 2015. However, early adoption is permitted. The Company does not expect the adoption of this standard will have a material impact on the consolidated financial statements.

Note 3 — Divestiture and Plant Closure

Divestiture of Paper Packaging Division

On March 31, 2014, the Company completed the sale of its Paper Packaging Division. Annual net sales by this division were approximately $160 million. Net proceeds of the transaction totaled $79.8 million, subject to customary post-closing adjustments. A $9.4 million pre-tax gain on the sale was recorded as part of other non-operating (income) expense for the three months ended March 31, 2014.

Pressure Sensitive Materials Plant Closure

In March 2014, the Company announced that it will close its plant in Stow, Ohio, one of its Pressure Sensitive Materials manufacturing facilities. Total estimated costs are approximately $30 million, with approximately $26 million in cash payments expected. During the three months ended March 31, 2014, plant closure costs of $25.0 million were recorded. These costs were primarily recorded within cost of products sold ($23.8 million) and included the Company's best estimate of a withdrawal liability for a multi-employer pension plan settlement. Management expects to cease operations at this location in May 2014, with all closure costs and cash payments to be incurred during fiscal 2014.

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Note 4 — 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 March 31, 2014 and December 31, 2013, 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 represent non-active market 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 at March 31, 2014 and December 31, 2013 follow:

	March 31, 2014				December 31, 2013
(in millions)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Long-term debt	$	1,441.5	$	1,552.3	$	1,421.4	$	1,520.1

The fair values for derivatives are based on inputs other than quoted prices that are observable for the asset or liability.  These inputs include 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		Fair Value As of
	March 31, 2014		December 31, 2013
(in millions)	(Level 2)		(Level 2)
Interest rate swaps — net liability position	$	13.5	$	20.2

Note 5 — 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 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.  Fair values of these interest rate swaps are determined using discounted cash flow or other appropriate

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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 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 March 31, 2014 and December 31, 2013, the Company had outstanding forward exchange contracts with notional amounts aggregating $10.3 million and $5.5 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 which offsets the related transaction gains or losses. The net settlement amounts were immaterial for all periods presented.

The Company is exposed to credit loss in the event of non-performance by counterparties in forward exchange contracts 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 March 31, 2014 and December 31, 2013 are presented in the table below: 

		Fair Value (Level 2) as of
(in millions)	Balance Sheet Location	March 31, 2014		December 31, 2013
Liability Derivatives
Interest rate swaps — designated as hedge	Other liabilities and deferred credits	$	13.5	$	20.2

The income statement impact of derivatives are presented in the table below:

		Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended March 31,
(in millions)	Location of Gain (Loss) Recognized in Income on Derivatives	2014			2013
Designated as hedges
Interest rate swaps	Interest expense	$	2.1		$	2.0
Not designated as hedges
Forward exchange contracts	Other operating income	(0.3		)	—
Total		$	1.8		$	2.0

Note 6 — Inventories

Inventories are valued at the lower of cost, as 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)	March 31, 2014		December 31, 2013
Raw materials and supplies	$	217.7	$	215.6
Work in process and finished goods	448.2		432.9
Total inventories	$	665.9	$	648.5

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Note 7 — Goodwill and Other Intangible Assets

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

(in millions)	U.S. Packaging Segment			Global Packaging Segment			Pressure Sensitive Materials Segment		Total
Reported balance at December 31, 2013	$	632.3		$	367.3		$	52.6	$	1,052.2
Reclassification	12.8			(12.8		)	—		—
Divestiture	(10.1		)	—			—		(10.1		)
Currency translation	(0.4		)	4.6			—		4.2
Reported balance at March 31, 2014	$	634.6		$	359.1		$	52.6	$	1,046.3

The components of amortized intangible assets follow: 

	March 31, 2014					December 31, 2013
(in millions)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	25.7	$	(14.3	)	$	26.2	$	(14.4	)
Technology based	82.6		(42.1		)	82.6		(40.9		)
Marketing related	23.5		(14.5		)	23.0		(14.2		)
Customer based	200.6		(74.5		)	200.1		(71.8		)
Reported balance	$	332.4	$	(145.4	)	$	331.9	$	(141.3	)

Amortization expense for intangible assets was $3.9 million during the first three months of 2014 and 2013.  Estimated amortization expense for the remainder of 2014 is $11.8 million; $15.7 million for 2015; $15.5 million for 2016; $15.4 million for 2017 and 2018; and $15.2 million for 2019.  The Company does not have any accumulated impairment losses.

Note 8 — 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 2013 Annual Report on Form 10-K are expected to continue unchanged throughout 2014.

	Three Months Ended March 31,
(in millions)	2014			2013
Service cost - benefits earned during the period	$	1.9		$	3.5
Interest cost on projected benefit obligation	8.6			8.1
Expected return on plan assets	(12.0		)	(12.0		)
Settlement loss	0.4			—
Curtailment loss	0.9			—
Amortization:
Unrecognized transition obligation	0.1			0.1
Prior service cost	0.4			0.4
Actuarial net loss	2.8			6.6
Net periodic benefit cost	$	3.1		$	6.7

Costs for defined contribution pension plans were $5.4 million and $5.0 million for the three months ended March 31, 2014 and 2013, respectively. For the three months ended March 31, 2014, a curtailment benefit of $3.0 million was recorded related to other postretirement plan changes. Benefit costs for other postretirement plans were not significant for the three months ended March 31, 2013.

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Note 9 — Accumulated Other Comprehensive Loss

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

(in millions)	Foreign Currency Translation			Pension And Other Postretirement Liability Adjustment			Accumulated Other Comprehensive Loss
December 31, 2012	$	80.5		$	(193.4	)	$	(112.9	)
Other comprehensive income before reclassifications	8.4			—			8.4
Amounts reclassified from accumulated other comprehensive loss	—			4.2			4.2
Net current period other comprehensive income	8.4			4.2			12.6
March 31, 2013	$	88.9		$	(189.2	)	$	(100.3	)
December 31, 2013	$	(8.0	)	$	(90.7	)	$	(98.7	)
Other comprehensive income before reclassifications	10.0			—			10.0
Amounts reclassified from accumulated other comprehensive loss	—			1.3			1.3
Net current period other comprehensive income	10.0			1.3			11.3
March 31, 2014	$	2.0		$	(89.4	)	$	(87.4	)

Accumulated other comprehensive loss associated with pension and other postretirement liability adjustments are net of tax effects of $54.9 million and $55.6 million as of March 31, 2014 and December 31, 2013, respectively. Reclassifications of $4.2 million ($2.6 million, net of tax) and $7.1 million ($4.2 million, net of tax) for the three months ended March 31, 2014 and 2013, respectively, related to pension costs. An additional reclassification of $2.2 million ($1.3 million, net of tax) for the three months ended March 31, 2014 related to curtailment benefits associated with other postretirement plans. Refer to Note 8 — Components of Net Periodic Benefit Cost for additional detail.

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Note 10 — 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 March 31,
(in millions, except per share amounts)			2014			2013
Numerator
Net income attributable to Bemis Company, Inc.			$	49.2		$	49.3
Income allocated to participating securities			—			—
Net income available to common shareholders (1)			$	49.2		$	49.3
Denominator
Weighted average common shares outstanding — basic			101.5			103.2
Dilutive shares			0.9			1.1
Weighted average common and common equivalent shares outstanding — diluted			102.4			104.3
Per common share income
Basic			$	0.48		$	0.48
Diluted			$	0.48		$	0.47
(1	)	Basic weighted average common shares outstanding	101.5			103.2
		Basic weighted average common shares outstanding and participating securities	101.5			103.3
		Percentage allocated to common shareholders	100.0		%	99.9		%

     Certain 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 awards represented an aggregate of 0.4 million shares for the three months ended March 31, 2014. There were no anti-dilutive stock awards outstanding for the three months ended March 31, 2013.

Note 11 — 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

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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 ("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, disagrees and contends 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 disagreed and assessed Dixie Toga the city services tax for the years 1991-1995.  The assessments for those years are estimated to be approximately $48.5 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the March 31, 2014 exchange rate.  Dixie Toga challenged the assessments and ultimately litigated the issue.  A decision by the Lower Tax Court in the city of São Paulo canceled all of the assessments for the years 1991-1995.  The City, 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.  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 assessed Dixie Toga and Itap Bemis Ltda., a Company subsidiary ("Itap Bemis"), the city services tax for the years 1996-2001.  The assessments for those years were upheld at the administrative level and are being challenged by the companies in the judicial courts.  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 $7.3 million for Itap Bemis and $23.5 million for Dixie Toga, translated to U.S. dollars at the March 31, 2014 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $52.4 million for Itap Bemis and $151.5 million for Dixie Toga for interest, monetary adjustments and costs.  

The City has also assessed the city services tax for the subsequent years 2004-2009 for both entities.  The assessments for those years were upheld at the administrative level and are being challenged by the companies in the judicial courts.  The assessments for tax, penalties, and interest are estimated to be approximately $51.1 million, translated to U.S. dollars at the March 31, 2014 exchange rate.

The Company strongly disagrees with the City’s position and intends to vigorously challenge any assessments by the City. 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 Company's consolidated results of operations and/or cash flows of the period in which the matter is resolved.

Brazil Tax Dispute - Goodwill Amortization

                During October 2013, Dixie Toga, received an income tax assessment in Brazil for the tax years 2009 through 2011 that relates to the amortization of certain goodwill generated from the acquisition of Dixie Toga.  The income tax assessed for those years is approximately $16.8 million, translated to U.S. dollars at the March 31, 2014 exchange rate. The Company expects that tax examinations for years after 2011 will include similar assessments as the Company continues to claim the tax benefits associated with the goodwill amortization. An ultimate adverse resolution on these assessments, including interest and penalties, could be material to the Company's consolidated results of operations and/or cash flows.

The Company has been advised by its legal and tax advisors that its position with respect to the deductions is allowable under the tax laws of Brazil. The Company is contesting the disallowance and believes it is more likely than not the tax benefit will be sustained in its entirety and consequently has not recorded a liability. The Company intends to litigate the matter if it is not resolved at the administrative appeals levels. The ultimate outcome will not be determined until the Brazilian tax appeal process is complete, which could take several years.  At this time, the Company believes that final resolution of the assessment will not have a material impact on the Company's consolidated financial statements.

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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 nature of the proceedings, the Company is unable at the present time to predict the outcome of this matter.

Multi-employer Defined Benefit Pension Plans

As of March 31, 2014, the Company participates in two multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees.  The Company does not directly manage these multi-employer 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 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 these plans to increase in the future.

Under current law regarding multi-employer 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 multi-employer pension plan would require the Company to make payments to the plan for the Company’s proportionate share of the multi-employer pension plan’s unfunded vested liabilities. In addition, if a multi-employer defined benefit pension plan fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of five percent on the amount of the accumulated funding deficiency for those employers contributing to the fund. It cannot be assured that there will not be a withdrawal event where the amount the Company would be required to contribute would have a material adverse impact on our consolidated financial condition, results of operations or cash flows.

Based on the most recently available valuation data, the Company estimates a full withdrawal from both plans would result in a charge of approximately $25 million, with the option to pay the balance in installments over twenty years. During the three months ended March 31, 2014, the Company recorded charges related to the best estimate of a withdrawal liability for the planned withdrawal from the Central States Southeast and Southwest Areas Pension Fund as part of a Pressure Sensitive Materials plant closure (refer to Note 3— Divestiture and Plant Closure).

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Note 12 — Segments of Business

The Company's business activities are organized around and aggregated into its three principal business segments, U.S. Packaging, Global 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 conforms to this organizational structure, with no significant differences in accounting policies applied. Minor intersegment sales are generally priced to reflect nominal markups. The Company evaluates the performance of its segments and allocates resources to them based primarily on operating profit, which is defined as profit before general corporate expense, interest expense, other non-operating (income) expense, and income taxes.

A summary of the Company’s business activities reported by its three business segments follows:

	Three Months Ended March 31,
Business Segments (in millions)	2014			2013
Sales including intersegment sales:
U.S. Packaging	$	745.6		$	753.0
Global Packaging	361.7			374.3
Pressure Sensitive Materials	143.1			140.8
Intersegment sales:
U.S. Packaging	(7.4		)	(7.0		)
Global Packaging	(4.9		)	(5.8		)
Pressure Sensitive Materials	(0.3		)	(0.3		)
Total net sales	$	1,237.8		$	1,255.0
U.S. Packaging
Operating profit before facility consolidation and other costs	$	91.8		$	95.4
Facility consolidation and other costs	—			(9.4		)
Operating profit	91.8			86.0
Global Packaging
Operating profit before facility consolidation and other costs	24.1			25.8
Facility consolidation and other costs	—			0.1
Operating profit	24.1			25.9
Pressure Sensitive Materials
Operating (loss) profit	(14.5		)	7.7
Corporate
General corporate expenses	(22.2		)	(27.5		)
Operating income	79.2			92.1
Interest expense	16.9			16.6
Other non-operating (income) expense	(12.6		)	4.1
Income before income taxes	$	74.9		$	71.4

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Business Segments (in millions)	March 31, 2014		December 31, 2013
Total assets:
U.S. Packaging	$	2,017.0	$	2,016.8
Global Packaging	1,502.9		1,463.5
Pressure Sensitive Materials	334.6		319.8
Total identifiable assets (1)	3,854.5		3,800.1
Corporate assets (2)	293.7		310.1
Total	$	4,148.2	$	4,110.2

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

Three Months Ended March 31, 2014

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

Three month review of results	Three Months Ended March 31,
(in millions, except per share amounts)	2014					2013
Net sales	$	1,237.8		100.0	%	$	1,255.0		100.0	%
Cost of products sold	1,023.2			82.7		1,013.2			80.7
Gross profit	214.6			17.3		241.8			19.3
Operating expenses
Selling, general, and administrative expenses	122.7			9.9		130.6			10.4
Research and development	13.1			1.1		11.3			0.9
Facility consolidation and other costs	—			—		9.3			0.7
Other operating income	(0.4		)	—		(1.5		)	(0.1	)
Operating income	79.2			6.4		92.1			7.3
Interest expense	16.9			1.4		16.6			1.3
Other non-operating (income) expense	(12.6		)	(1.0	)	4.1			0.3
Income before income taxes	74.9			6.1		71.4			5.7
Provision for income taxes	25.7			2.1		22.1			1.8
Net income	$	49.2		4.0	%	$	49.3		3.9	%
Effective income tax rate				34.3	%				31.0	%
Diluted earnings per share	$	0.48				$	0.47

Overview

Bemis Company, Inc. is a leading global manufacturer of 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 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 U.S. Packaging and Global Packaging business segments, which accounted for approximately 89 percent of our net sales in 2013.  Our remaining net sales are from our Pressure Sensitive Materials business segment which, while diversified in end use products, is more exposed to economically sensitive end markets.

Market Conditions

The markets into which our products are sold are highly competitive.  Our leading market positions in packaging for perishable food and medical device products reflect our focus on value-added, proprietary products that provide food safety and sterility benefits.  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 and films, paper, inks, adhesives, aluminum and chemicals.

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Facility Consolidation

To improve efficiencies and reduce fixed costs, we initiated a facility consolidation program during the fourth quarter of 2011 and expanded the program in the second quarter of 2012. In total, nine production facilities were closed, and while some low margin business was shed, most of the production from these facilities has been transferred to other facilities.  The total cost of the programs was $152.5 million which included $58.0 million in employee-related costs, $51.2 million in fixed asset accelerated depreciation and write-downs, and $43.3 million in other facility consolidation costs.

We recorded $9.3 million of charges associated with the facility consolidation programs during the three months ended March 31, 2013.  These costs have been recorded on the consolidated statement of income as facility consolidation and other costs.  Cash payments for these programs during the three months ended March 31, 2013 totaled $10.8 million.  At the end of 2013, the facility consolidation program was substantially complete.   

Divestitures, Plant Closure, and Acquisition

Divestiture of Paper Packaging Division

On March 31, 2014, we completed the sale of our Paper Packaging Division. Annual net sales by this division were approximately $160 million. Net proceeds of the transaction totaled $79.8 million, subject to customary post-closing adjustments. A $9.4 million pre-tax gain on the sale was recorded as part of other non-operating (income) expense for the three months ended March 31, 2014.

Pressure Sensitive Materials Plant Closure

In March 2014, we announced we will close our plant in Stow, Ohio, one of our Pressure Sensitive Materials manufacturing facilities. Total estimated costs are approximately $30 million, with approximately $26 million in cash payments expected. During the three months ended March 31, 2014, plant closure costs of $25.0 million were recorded. These costs were primarily recorded within cost of products sold ($23.8 million) and included our best estimate of a withdrawal liability for a multi-employer pension plan settlement. Management expects to cease operations at this location in May 2014, with all closure costs and cash payments to be incurred during fiscal 2014.

Acquisition of Specialty Film Manufacturer in Foshan, China

On July 1, 2013, we acquired Foshan New Changsheng Plastics Films Co., LTD ("NCS"), a specialty film manufacturer located in Foshan, China. NCS is a supplier to our food packaging plant in Dongguan, China and other specialty film product customers. The acquisition of this film platform is expected to provide cost and logistics benefits to support the Company's broader Asia-Pacific growth strategy. The cash purchase price was $75.6 million.

Divestiture of Clysar Plant in Clinton, Iowa

On May 29, 2013, we completed the sale of our Clysar thin gauge shrink film plant. Annual net sales of Clysar films were approximately $70 million and were sold primarily through distributors into the display market. Net proceeds of the transaction totaled $30 million.

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Results of Operations — First Quarter 2014

Consolidated Overview

(in millions, except per share amounts)	2014		2013
Net sales	$	1,237.8	$	1,255.0
Net income	49.2		49.3
Diluted earnings per share	0.48		0.47

Net sales for the first quarter of 2014decreased1.4 percent compared to the same period of 2013. The impact of currency translation reduced net sales by 2.3 percent. The net impact of acquisitions and divestitures was insignificant. The remaining net sales increase was driven primarily by the benefit of improved price and mix, partially offset by a modest decrease in unit sales volume.

Diluted earnings per share for the first quarter of 2014 were $0.48 compared to $0.47 reported in the same quarter of 2013.  Results for the first quarter of 2014 included a $0.16 charge associated with a Pressure Sensitive Materials plant closing and a $0.06 gain on the sale of our Paper Packaging Division. Results for the first quarter of 2013 included a $0.06 charge associated with facility consolidation and other costs.

U.S. Packaging Business Segment

(dollars in millions)	2014			2013
Net sales	$	738.2		$	746.0
Operating profit (See Note 12 to the Condensed Consolidated Financial Statements)	91.8			86.0
Operating profit as a percentage of net sales	12.4		%	11.5		%

For the first quarter of 2014, U.S. Packaging net sales of $738.2 million represented a decrease of 1.0 percent compared to the same period of 2013. The prior year Clysar divestiture reduced sales by 2.2 percent compared to the first quarter of 2013. The remaining net sales increase was driven primarily by the benefit of improved price and mix, partially offset by a modest decrease in unit sales volume.

Operating profit for the first quarter of 2014 was $91.8 million, or 12.4 percent of net sales, compared to $86.0 million, or 11.5 percent of net sales in 2013. Operating profit in 2013 was negatively impacted by $9.4 million of facility consolidation and other costs. The current period profit reflects the impact of the modest decrease in unit sales volume.

Global Packaging Business Segment

(dollars in millions)	2014			2013
Net sales	$	356.8		$	368.5
Operating profit (See Note 12 to the Condensed Consolidated Financial Statements)	24.1			25.9
Operating profit as a percentage of net sales	6.8		%	7.0		%

For the first quarter of 2014, Global Packaging net sales of $356.8 million represented a decrease of 3.2 percent compared to the first quarter of 2013. The impact of currency translation reduced net sales by 8.4 percent compared to the previous year, primarily reflecting the weaker Brazilian currency. The acquisition of NCS during the third quarter of 2013 increased net sales by 4.6 percent in the current quarter. The remaining increase in Global Packaging net sales reflects the benefits of improved price and mix in 2014, partially offset by lower unit sales volumes.

Operating profit for the first quarter of 2014 was $24.1 million, or 6.8 percent of net sales, compared to $25.9 million, or 7.0 percent, of net sales in 2013. The net effect of currency translation decreased operating profit during the first quarter of 2014 by $2.8 million compared to the same period of 2013. Operating profit in 2013 was positively impacted by $0.1 million related to facility consolidation and other costs and $0.5 million related to the reversal of accruals of acquisition-related earnout payments.

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Pressure Sensitive Materials Business Segment

(dollars in millions)	2014			2013
Net sales	$	142.8		$	140.5
Operating (loss) profit (See Note 12 to the Condensed Consolidated Financial Statements)	(14.5		)	7.7
Operating (loss) profit as a percentage of net sales	(10.2		)%	5.5		%

Pressure Sensitive Materials net sales totaled $142.8 million for the first quarter of 2014, a 1.6 percent increase from the same period in 2013. Currency translation increased net sales by 1.4 percent during the period.

Operating loss for the first quarter of 2014 was $14.5 million, or 10.2 percent of net sales, compared to operating profit of $7.7 million, or 5.5 percent, of net sales in 2013. Operating results during the current period reflects strengthening demand in Europe for value-added graphic products sold for advertising and promotional applications and also improved global production efficiencies, offset by costs associated with a plant closure which negatively impacted operating results for the first quarter of 2014 by $25.0 million.

Consolidated Gross Profit

(dollars in millions)	2014			2013
Gross profit	$	214.6		$	241.8
Gross profit as a percentage of net sales	17.3		%	19.3		%

Consolidated gross profit decreased in the first quarter of 2014 reflecting $23.8 million of costs associated with the planned closure of one of our Pressure Sensitive Materials plants.

Consolidated Selling, General, and Administrative Expenses

(dollars in millions)	2014			2013
Selling, general and administrative expenses (SG&A)	$	122.7		$	130.6
SG&A as a percentage of net sales	9.9		%	10.4		%

Pension and stock compensation expense declined from the prior year, resulting in lower consolidated selling, general and administrative expenses. SG&A expenses also declined due to the effects of currency translation and business divestitures.

Consolidated Research and Development

(dollars in millions)	2014			2013
Research and development (R&D)	$	13.1		$	11.3
R&D as a percentage of net sales	1.1		%	0.9		%

Our increased investment in research and development supports our efforts to accelerate the pace of innovation to deliver growth.

Other Non-operating (Income) Expense

(in millions)	2014			2013
Other non-operating (income) expense	$	(12.6	)	$	4.1

A $9.4 million pre-tax gain related to the sale of our Paper Packaging Division, and $3.2 million of interest income were recorded in the first quarter of 2014. We recognized $4.5 million of expense in 2013 for the write-off of indemnification receivables as an offsetting tax liability was reversed (see below). These equal and offsetting items had no impact on operating profit, net income or earnings per share in 2013.

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Consolidated Income Taxes

(dollars in millions)	2014			2013
Income taxes	$	25.7		$	22.1
Effective tax rate	34.3		%	31.0		%

During the first quarter of 2013, a $4.5 million tax benefit was recognized for the reversal of non-U.S. tax liabilities that were assumed in a past acquisition. We also recognized an equal amount of non-operating expense for the write-off of related receivables (see above). These equal and offsetting items had no impact on operating profit, net income or earnings per share for 2013. We expect the effective income tax rate for the remaining quarters of 2014 to be approximately 35 percent.

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 43.8 percent and 43.5 percent at March 31, 2014 and December 31, 2013, respectively.  Total debt as of March 31, 2014 and December 31, 2013 was $1.5 billion and $1.4 billion, respectively.

Cash Flow

Net cash provided by operating activities was $12.5 million for the first three months of 2014, compared to $8.4 million for the first three months of 2013.

Net cash provided by investing activities was $48.8 million for the first three months of 2014, compared to cash used by investing activities of $26.7 million for the same period of 2013. In 2014 we received $79.8 million as net proceeds from the divestiture of our Paper Packaging Division.

Net cash used in financing activities was $53.4 million for the three months ended March 31, 2014, compared to net cash provided by financing activities of $53.8 million for the same period of 2013. During the prior year, net commercial paper borrowings were needed to finance our seasonal working capital increases and restructuring and pension payments.

Available Financing

In addition to using cash provided by operating activities, we issue commercial paper to meet our short-term liquidity needs.  As of March 31, 2014, our commercial paper debt outstanding was $253.8 million.  Based on our current credit rating, we enjoy ready access to the commercial paper markets.

On August 12, 2013, we amended our revolving credit facility to increase the total amount available from $800 million to $1.1 billion and to extend the term from July 21, 2016 to August 12, 2018. 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 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 March 31, 2014, there was $253.8 million of debt outstanding supported by this credit facility, leaving $846.2 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 $400 million are scheduled to mature in August 2014. These amounts have been classified as long term liabilities in accordance with the Company’s ability and intent to refinance such obligations on a long-term basis.

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.

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Dividends

In February 2014, the Board of Directors approved the 31^st consecutive annual increase in the quarterly cash dividend on common stock to $0.27 per share, a 3.8 percent increase.

New Accounting Pronouncements

There has been no new accounting guidance issued or effective during the first three months of 2014 that is expected to have a material impact on our consolidated financial position, results of operations, or cash flows. For additional information, refer to Note 2 — New Accounting Guidance in the Condensed Consolidated Financial Statements.

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, 2013.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s market risk during the three month period ended March 31, 2014.  For additional information, refer to Note 4 and Note 5 to the Condensed Consolidated Financial Statements and to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

ITEM 4.  CONTROLS AND PROCEDURES

The Company’s management, under the direction, supervision, and involvement of the Chief Executive Officer and the Vice President and Controller (the principal 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 Vice President and Controller (the principal 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 Vice President and Controller (the principal financial officer), as appropriate to allow timely decisions regarding required disclosure. There were no 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.

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PART II — OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The material set forth in Note 11 of the Notes to Condensed Consolidated Financial Statements is incorporated herein by reference.

ITEM 1A.  RISK FACTORS

Information about our risk factors is contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. We believe that at March 31, 2014 there has been no material change to this information.

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

	(a)	(b)		(c)	(d)
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
January 1-31, 2014	100,000	$	40.70	100,000	2,387,783
February 1-28, 2014	600,000	38.98		600,000	1,787,783
March 1-31, 2014	400,000	39.26		400,000	1,387,783
Total		$	39.24	1,100,000	1,387,783

On November 4, 2010, the Board of Directors increased the authority to repurchase the Company's common stock to a total of ten million shares. There is not an expiration date for this plan. During the first quarter, the Company repurchased 1,100,000 shares of Bemis common stock in the open market at an average price of $39.24 per share.  As of March 31, 2014, under authority granted by the Board of Directors, the Company had remaining authorization to repurchase 1,387,783 shares of Bemis common stock. On May 1, 2014, the Board of Directors of the Company increased the authorization for repurchases by eight million shares of Bemis Company stock, supplementing the current buyback authorization.

ITEM 6.  EXHIBITS

The Exhibit Index is incorporated herein by reference.

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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	May 2, 2014	/s/ Jerry S. Krempa
		Jerry S. Krempa, Vice President and Controller

26

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 November 26, 2012. (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
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 Vice President and Controller (principal financial officer).	Filed Electronically
32	Section 1350 Certification of CEO and Vice President and Controller (principal financial officer).	Filed Electronically
101	Interactive data files.	Filed Electronically

(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 dated November 26, 2012 (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).

27

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	May 2, 2014	By	/s/ Henry J. Theisen
			Henry J. Theisen, Chairman of the Board of Directors, President and Chief Executive Officer

1

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Jerry S. Krempa, 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	May 2, 2014	By	/s/ Jerry S. Krempa
			Jerry S. Krempa, Vice President and Controller (principal financial and accounting officer)

1

EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS OF CEO AND PRINCIPAL FINANCIAL OFFICER

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 March 31, 2014 (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/ Jerry S. Krempa
Henry J. Theisen, Chairman of the Board of Directors,	Jerry S. Krempa, Vice President
President and Chief Executive Officer	and Controller (principal financial and accounting officer)
May 2, 2014	May 2, 2014

1

XML

Earnings Per Share Computations (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Numerator
Net income	$ 49.2	$ 49.3
Income allocated to participating securities (in dollars)	0	0
Net income available to common shareholders (in dollars)	$ 49.2	$ 49.3
Denominator
Basic weighted-average common shares outstanding	101.5	103.2
Dilutive shares	0.9	1.1
Weighted-average common and common equivalent shares outstanding - diluted	102.4	104.3
Per common share income
Basic (in dollars per share)	$ 0.48	$ 0.48
Diluted (in dollars per share)	$ 0.48	$ 0.47
Basic weighted-average common shares outstanding	101.5	103.2
Basic weighted-average common shares, outstanding and participating securities	101.5	103.3
Percentage allocated to common shareholders	100.00%	99.90%
Antidilutive stock options and stock awards	0.4

XML

Derivative Instruments (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Derivative Instruments, Gain (Loss)
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ 1.8	$ 2.0
Designated as Hedging Instrument [Member] | Interest-rate swap
Derivative Instruments, Gain (Loss)
Derivative Instruments, Gain (Loss) Recognized in Income, Net	2.1	2.0
Derivatives not designated as hedging instruments | Forward exchange contracts
Derivative Instruments, Gain (Loss)
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ (0.3)	$ 0

XML

Components of Net Periodic Benefit Cost (Tables)

3 Months Ended

Mar. 31, 2014

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Components of net periodic benefit cost

	Three Months Ended March 31,
(in millions)	2014			2013
Service cost - benefits earned during the period	$	1.9		$	3.5
Interest cost on projected benefit obligation	8.6			8.1
Expected return on plan assets	(12.0		)	(12.0		)
Settlement loss	0.4			—
Curtailment loss	0.9			—
Amortization:
Unrecognized transition obligation	0.1			0.1
Prior service cost	0.4			0.4
Actuarial net loss	2.8			6.6
Net periodic benefit cost	$	3.1		$	6.7

XML

Components of Net Periodic Benefit Cost (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Components of Net Periodic Benefit Cost
Defined contribution benefits plans	$ 5.4	$ 5.0
Pension Plan, Defined Benefit [Member]
Components of Net Periodic Benefit Cost
Service cost - benefits earned during the period	1.9	3.5
Interest cost on projected benefit obligation	8.6	8.1
Expected return on plan assets	(12.0)	(12.0)
Settlement loss	0.4	0
Curtailment loss	0.9	0
Amortization of unrecognized transition obligation	0.1	0.1
Amortization of prior service cost	0.4	0.4
Recognized actuarial net (gain) or loss	2.8	6.6
Net periodic benefit (income) cost	3.1	6.7
Other Postretirement Benefit Plan, Defined Benefit [Member]
Components of Net Periodic Benefit Cost
Curtailment loss	$ (3.0)

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed 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.  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, 2013.

XML

Divestiture (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Restructuring Reserve Disclosures [Line Items]
Restructuring Charges	$ 0	$ 9.3
Disposal Group, Including Discontinued Operation, Revenue	160
Proceeds from Divestiture	79.8	0
Gain on divestiture	9.4	0
Stow Plant Closure [Member]
Restructuring Reserve Disclosures [Line Items]
Expected Cash Payments for Stow Plant Closure	26
Restructuring Charges	25.0
Restructuring and Related Cost, Expected Cost	30
Cost of Sales [Member] | Stow Plant Closure [Member]
Restructuring Reserve Disclosures [Line Items]
Restructuring Charges	$ 23.8

XML

Segments of Business (Tables)

3 Months Ended

Mar. 31, 2014

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 three business segments follows:

	Three Months Ended March 31,
Business Segments (in millions)	2014			2013
Sales including intersegment sales:
U.S. Packaging	$	745.6		$	753.0
Global Packaging	361.7			374.3
Pressure Sensitive Materials	143.1			140.8
Intersegment sales:
U.S. Packaging	(7.4		)	(7.0		)
Global Packaging	(4.9		)	(5.8		)
Pressure Sensitive Materials	(0.3		)	(0.3		)
Total net sales	$	1,237.8		$	1,255.0
U.S. Packaging
Operating profit before facility consolidation and other costs	$	91.8		$	95.4
Facility consolidation and other costs	—			(9.4		)
Operating profit	91.8			86.0
Global Packaging
Operating profit before facility consolidation and other costs	24.1			25.8
Facility consolidation and other costs	—			0.1
Operating profit	24.1			25.9
Pressure Sensitive Materials
Operating (loss) profit	(14.5		)	7.7
Corporate
General corporate expenses	(22.2		)	(27.5		)
Operating income	79.2			92.1
Interest expense	16.9			16.6
Other non-operating (income) expense	(12.6		)	4.1
Income before income taxes	$	74.9		$	71.4

Business Segments (in millions)	March 31, 2014		December 31, 2013
Total assets:
U.S. Packaging	$	2,017.0	$	2,016.8
Global Packaging	1,502.9		1,463.5
Pressure Sensitive Materials	334.6		319.8
Total identifiable assets (1)	3,854.5		3,800.1
Corporate assets (2)	293.7		310.1
Total	$	4,148.2	$	4,110.2

(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.

XML

Financial Assets and Financial Liabilities Measured at Fair Value (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Carrying Value
Carrying values and estimated fair values of long-term debt, including current maturities
Total long-term debt	$ 1,441.5	$ 1,421.4
Fair Value | (Level 2)
Carrying values and estimated fair values of long-term debt, including current maturities
Total long-term debt	$ 1,552.3	$ 1,520.1

XML

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	Mar. 31, 2014	Dec. 31, 2013
Measured on a recurring basis | (Level 2) | Interest-rate swap
Fair values for derivatives
Derivative Liabilities	$ 13.5	$ 20.2

XML

CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Parenthetical)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Stockholders' Equity [Abstract]
Stock incentive programs and related tax withholdings, shares	100,000	600,000
Purchase of common stock, shares	1,100,000	1,000,000

XML

Derivative Instruments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2014 Notes Payable 4.5 Percent Due 2021 [Member]	Mar. 31, 2014 Derivatives not designated as hedging instruments Forward exchange contracts	Dec. 31, 2013 Derivatives not designated as hedging instruments Forward exchange contracts	Mar. 31, 2014 Designated as Hedging Instrument [Member] Interest-rate swap	Mar. 31, 2014 (Level 2) Measured on a recurring basis Interest-rate swap	Dec. 31, 2013 (Level 2) Measured on a recurring basis Interest-rate swap
Derivative Instruments
Maximum Remaining Maturity of Foreign Currency Derivatives	6 months
Derivative Liabilities						$ 13.5	$ 20.2
Notional amounts of derivatives			10.3	5.5	400.0
Number of swap agreements					4
Debt instrument, face amount		$ 400
Fixed-rate (as a percent)		4.50%

XML

Legal Proceedings (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Loss contingencies
Number of sites for state law proceedings under environmental matters	17
Number of Sites for Proceedings under Environmental Matters in Brazil	1
Loss Contingency, Estimate of Possible Loss	$ 25
TaxAssessmentForGoodwillAmortization	16.8
Number of multiemployer defined benefit pensions plans	2
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%
Sao Paulo city services tax for years 2004-2009
Loss contingencies
Estimated city services tax, penalties and interest	51.1
Dixie Toga Ltda | Sao Paulo city services tax for years 1991-1995
Loss contingencies
Estimated city services tax	48.5
Dixie Toga Ltda | Sao Paulo city services tax for years 1996-2001
Loss contingencies
Estimated city services tax and penalties	23.5
Estimated increase in city service tax and penalties for interest, monetary adjustments and costs	151.5
Itap Bemis Ltda. | Sao Paulo city services tax for years 1996-2001
Loss contingencies
Estimated city services tax and penalties	7.3
Estimated increase in city service tax and penalties for interest, monetary adjustments and costs	$ 52.4

XML

CONDENSED CONSOLIDATED STATEMENT OF INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net sales	$ 1,237.8	$ 1,255.0
Cost of products sold	1,023.2	1,013.2
Gross profit	214.6	241.8
Operating expenses:
Selling, general and administrative expenses	122.7	130.6
Research and development	13.1	11.3
Facility consolidation and other costs	0	9.3
Other operating (income) expense, net	(0.4)	(1.5)
Operating income	79.2	92.1
Interest expense	16.9	16.6
Other non-operating (income) expense, net	(12.6)	4.1
Income before income taxes	74.9	71.4
Provision for income taxes	25.7	22.1
Net income	$ 49.2	$ 49.3
Basic earnings per share (in dollars per share)	$ 0.48	$ 0.48
Diluted earnings per share (in dollars per share)	$ 0.48	$ 0.47
Cash dividends paid per share (in dollars per share)	$ 0.27	$ 0.26

XML

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities
Net income	$ 49.2	$ 49.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	47.6	49.2
Excess tax benefit from share-based payment arrangements	(0.4)	0
Share-based compensation	3.5	4.5
Deferred income taxes	(12.5)	5.8
Income of unconsolidated affiliated company	(0.4)	(0.6)
(Gain) loss on sale of property and equipment	0	0.2
Net facility consolidation and other costs	0	(1.7)
Gain on divestiture	(9.4)	0
Changes in working capital, excluding effect of acquisitions, divestitures and currency	(56.8)	(100.7)
Changes in other assets and liabilities	(8.3)	2.4
Net cash provided by operating activities	12.5	8.4
Cash flows from investing activities
Additions to property and equipment	(33.5)	(27.2)
Business acquisitions and adjustments, net of cash acquired	0	0.2
Proceeds from sale of property and equipment	2.5	0.3
Proceeds from Divestiture	79.8	0
Net cash provided by (used in) investing activities	48.8	(26.7)
Cash flows from financing activities
Net borrowing of commercial paper	13.3	129.2
Net (repayment) borrowing of short-term debt	5.1	0.1
Cash dividends paid to shareholders	(27.5)	(27.2)
Common stock purchased for the treasury	(43.2)	(35.6)
Excess tax benefit from share-based payment arrangements	0.4	0
Stock incentive programs and related tax withholdings	(1.5)	(12.7)
Net cash (used in) provided by financing activities	(53.4)	53.8
Effect of exchange rates on cash and cash equivalents	2.6	3.1
Net increase in cash and cash equivalents	10.5	38.6
Cash and cash equivalents balance at beginning of year	141.7	114.1
Cash and cash equivalents balance at end of period	$ 152.2	$ 152.7

XML

Goodwill and Other Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	$ 1,052.2
Reclassification	0
Divestiture	(10.1)
Currency translation	4.2
Reported balance at the end of the period	1,046.3
USPackaging [Member]
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	632.3
Reclassification	12.8
Divestiture	(10.1)
Currency translation	(0.4)
Reported balance at the end of the period	634.6
GlobalPackaging [Member]
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	367.3
Reclassification	(12.8)
Divestiture	0
Currency translation	4.6
Reported balance at the end of the period	359.1
Pressure Sensitive Materials [Member]
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	52.6
Reclassification	0
Divestiture	0
Currency translation	0
Reported balance at the end of the period	$ 52.6

XML

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2014

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 March 31, 2014 and December 31, 2013 are presented in the table below: 

		Fair Value (Level 2) as of
(in millions)	Balance Sheet Location	March 31, 2014		December 31, 2013
Liability Derivatives
Interest rate swaps — designated as hedge	Other liabilities and deferred credits	$	13.5	$	20.2

Income statement impact of derivative instruments not designated as hedging instruments

The income statement impact of derivatives are presented in the table below:

		Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended March 31,
(in millions)	Location of Gain (Loss) Recognized in Income on Derivatives	2014			2013
Designated as hedges
Interest rate swaps	Interest expense	$	2.1		$	2.0
Not designated as hedges
Forward exchange contracts	Other operating income	(0.3		)	—
Total		$	1.8		$	2.0

XML

Goodwill and Other Intangible Assets (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Components of amortized intangible assets
Gross Carrying Amount	$ 332.4	$ 331.9
Accumulated Amortization	(145.4)	(141.3)
Amortization expense for intangible assets	3.9	3.9
Estimated amortization expense
Remainder of fiscal year	11.8
2015	15.7
2016	15.5
2017	15.4
2018	15.4
2019	15.2
Contract based
Components of amortized intangible assets
Gross Carrying Amount	25.7	26.2
Accumulated Amortization	(14.3)	(14.4)
Technology based
Components of amortized intangible assets
Gross Carrying Amount	82.6	82.6
Accumulated Amortization	(42.1)	(40.9)
Marketing related
Components of amortized intangible assets
Gross Carrying Amount	23.5	23.0
Accumulated Amortization	(14.5)	(14.2)
Customer based
Components of amortized intangible assets
Gross Carrying Amount	200.6	200.1
Accumulated Amortization	$ (74.5)	$ (71.8)

XML

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

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)	U.S. Packaging Segment			Global Packaging Segment			Pressure Sensitive Materials Segment		Total
Reported balance at December 31, 2013	$	632.3		$	367.3		$	52.6	$	1,052.2
Reclassification	12.8			(12.8		)	—		—
Divestiture	(10.1		)	—			—		(10.1		)
Currency translation	(0.4		)	4.6			—		4.2
Reported balance at March 31, 2014	$	634.6		$	359.1		$	52.6	$	1,046.3

Components of amortized intangible assets

The components of amortized intangible assets follow: 

	March 31, 2014					December 31, 2013
(in millions)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	25.7	$	(14.3	)	$	26.2	$	(14.4	)
Technology based	82.6		(42.1		)	82.6		(40.9		)
Marketing related	23.5		(14.5		)	23.0		(14.2		)
Customer based	200.6		(74.5		)	200.1		(71.8		)
Reported balance	$	332.4	$	(145.4	)	$	331.9	$	(141.3	)

XML

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 Loss	Common Stock Held In Treasury
Balance at Dec. 31, 2012	$ 1,640.9	$ 12.7	$ 545.4	$ 1,900.9	$ (112.9)	$ (705.2)
Increase (Decrease) in Shareholders' Equity
Net income	49.3			49.3
Other comprehensive income (loss)	12.6				12.6
Cash dividends declared on common stock	(26.9)			(26.9)
Stock incentive programs and related tax withholdings	(12.7)	0.1	(12.8)
Excess tax benefit (expense) from share-based payment arrangements	(0.9)		(0.9)
Share-based compensation	4.5		4.5
Purchase of common stock	(35.6)					(35.6)
Balance at Mar. 31, 2013	1,631.2	12.8	536.2	1,923.3	(100.3)	(740.8)
Balance at Dec. 31, 2013	1,684.8	12.8	548.1	2,005.1	(98.7)	(782.5)
Increase (Decrease) in Shareholders' Equity
Net income	49.2			49.2
Other comprehensive income (loss)	11.3				11.3
Cash dividends declared on common stock	(27.5)			(27.5)
Stock incentive programs and related tax withholdings	(1.5)		(1.5)
Excess tax benefit (expense) from share-based payment arrangements	0.4		0.4
Share-based compensation	3.5		3.5
Purchase of common stock	(43.2)					(43.2)
Balance at Mar. 31, 2014	$ 1,677.0	$ 12.8	$ 550.5	$ 2,026.8	$ (87.4)	$ (825.7)

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CONDENSED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net income	$ 49.2	$ 49.3
Translation adjustments	10.0	8.4
Pension and other postretirement liability adjustments, net of tax	1.3	4.2
Other comprehensive income (loss)	11.3	12.6
Total comprehensive income	60.5	61.9
Tax amounts related to pension and postretirement liability adjustments	$ (0.7)	$ (2.6)

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Loss

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

(in millions)	Foreign Currency Translation			Pension And Other Postretirement Liability Adjustment			Accumulated Other Comprehensive Loss
December 31, 2012	$	80.5		$	(193.4	)	$	(112.9	)
Other comprehensive income before reclassifications	8.4			—			8.4
Amounts reclassified from accumulated other comprehensive loss	—			4.2			4.2
Net current period other comprehensive income	8.4			4.2			12.6
March 31, 2013	$	88.9		$	(189.2	)	$	(100.3	)
December 31, 2013	$	(8.0	)	$	(90.7	)	$	(98.7	)
Other comprehensive income before reclassifications	10.0			—			10.0
Amounts reclassified from accumulated other comprehensive loss	—			1.3			1.3
Net current period other comprehensive income	10.0			1.3			11.3
March 31, 2014	$	2.0		$	(89.4	)	$	(87.4	)

Accumulated other comprehensive loss associated with pension and other postretirement liability adjustments are net of tax effects of $54.9 million and $55.6 million as of March 31, 2014 and December 31, 2013, respectively. Reclassifications of $4.2 million ($2.6 million, net of tax) and $7.1 million ($4.2 million, net of tax) for the three months ended March 31, 2014 and 2013, respectively, related to pension costs. An additional reclassification of $2.2 million ($1.3 million, net of tax) for the three months ended March 31, 2014 related to curtailment benefits associated with other postretirement plans. Refer to Note 8 — Components of Net Periodic Benefit Cost for additional detail.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 30, 2014
Document And Entity Information Abstract
Entity Registrant Name	BEMIS CO INC
Entity Central Index Key	0000011199
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
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		100,853,359
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

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Earnings Per Share Computations

3 Months Ended

Mar. 31, 2014

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 March 31,
(in millions, except per share amounts)			2014			2013
Numerator
Net income attributable to Bemis Company, Inc.			$	49.2		$	49.3
Income allocated to participating securities			—			—
Net income available to common shareholders (1)			$	49.2		$	49.3
Denominator
Weighted average common shares outstanding — basic			101.5			103.2
Dilutive shares			0.9			1.1
Weighted average common and common equivalent shares outstanding — diluted			102.4			104.3
Per common share income
Basic			$	0.48		$	0.48
Diluted			$	0.48		$	0.47
(1	)	Basic weighted average common shares outstanding	101.5			103.2
		Basic weighted average common shares outstanding and participating securities	101.5			103.3
		Percentage allocated to common shareholders	100.0		%	99.9		%

     Certain 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 awards represented an aggregate of 0.4 million shares for the three months ended March 31, 2014. There were no anti-dilutive stock awards outstanding for the three months ended March 31, 2013.

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CONDENSED CONSOLIDATED BALANCE SHEET (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
ASSETS
Cash and cash equivalents	$ 152.2	$ 141.7
Accounts receivable, net	654.1	615.4
Inventories	665.9	648.5
Prepaid expenses and other current assets	110.5	98.9
Total current assets	1,582.7	1,504.5
Property and equipment, net	1,242.7	1,284.3
Goodwill	1,046.3	1,052.2
Other intangible assets, net	187.0	190.6
Deferred charges and other assets	89.5	78.6
Total other long-term assets	1,322.8	1,321.4
TOTAL ASSETS	4,148.2	4,110.2
LIABILITIES
Current portion of long-term debt	0.1	0.2
Short-term borrowings	18.4	14.7
Accounts payable	395.0	362.8
Accrued salaries and wages	84.3	99.6
Accrued income and other taxes	56.7	32.3
Other current liabilities	90.5	92.3
Total current liabilities	645.0	601.9
Long-term debt, less current portion	1,441.5	1,421.4
Deferred taxes	258.5	269.8
Other liabilities and deferred credits	126.2	132.3
Total Liabilities	2,471.2	2,425.4
Bemis Company, Inc. shareholders' equity:
Common stock issued	12.8	12.8
Capital in excess of par value	550.5	548.1
Retained earnings	2,026.8	2,005.1
Accumulated other comprehensive loss	(87.4)	(98.7)
Common stock held in treasury	(825.7)	(782.5)
Total Equity	1,677.0	1,684.8
TOTAL LIABILITIES AND EQUITY	$ 4,148.2	$ 4,110.2

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Financial Assets and Financial Liabilities Measured at Fair Value

3 Months Ended

Mar. 31, 2014

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 March 31, 2014 and December 31, 2013, 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 represent non-active market 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 at March 31, 2014 and December 31, 2013 follow:

	March 31, 2014				December 31, 2013
(in millions)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Long-term debt	$	1,441.5	$	1,552.3	$	1,421.4	$	1,520.1

The fair values for derivatives are based on inputs other than quoted prices that are observable for the asset or liability.  These inputs include 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		Fair Value As of
	March 31, 2014		December 31, 2013
(in millions)	(Level 2)		(Level 2)
Interest rate swaps — net liability position	$	13.5	$	20.2

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Divestiture (Notes)

3 Months Ended

Mar. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Divestiture and Plant Closure

Divestiture of Paper Packaging Division

On March 31, 2014, the Company completed the sale of its Paper Packaging Division. Annual net sales by this division were approximately $160 million. Net proceeds of the transaction totaled $79.8 million, subject to customary post-closing adjustments. A $9.4 million pre-tax gain on the sale was recorded as part of other non-operating (income) expense for the three months ended March 31, 2014.

Pressure Sensitive Materials Plant Closure

In March 2014, the Company announced that it will close its plant in Stow, Ohio, one of its Pressure Sensitive Materials manufacturing facilities. Total estimated costs are approximately $30 million, with approximately $26 million in cash payments expected. During the three months ended March 31, 2014, plant closure costs of $25.0 million were recorded. These costs were primarily recorded within cost of products sold ($23.8 million) and included the Company's best estimate of a withdrawal liability for a multi-employer pension plan settlement. Management expects to cease operations at this location in May 2014, with all closure costs and cash payments to be incurred during fiscal 2014.

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Inventories (Tables)

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Summary of inventory

Inventories are summarized as follows:

(in millions)	March 31, 2014		December 31, 2013
Raw materials and supplies	$	217.7	$	215.6
Work in process and finished goods	448.2		432.9
Total inventories	$	665.9	$	648.5

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Legal Proceedings

3 Months Ended

Mar. 31, 2014

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 ("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, disagrees and contends 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 disagreed and assessed Dixie Toga the city services tax for the years 1991-1995.  The assessments for those years are estimated to be approximately $48.5 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the March 31, 2014 exchange rate.  Dixie Toga challenged the assessments and ultimately litigated the issue.  A decision by the Lower Tax Court in the city of São Paulo canceled all of the assessments for the years 1991-1995.  The City, 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.  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 assessed Dixie Toga and Itap Bemis Ltda., a Company subsidiary ("Itap Bemis"), the city services tax for the years 1996-2001.  The assessments for those years were upheld at the administrative level and are being challenged by the companies in the judicial courts.  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 $7.3 million for Itap Bemis and $23.5 million for Dixie Toga, translated to U.S. dollars at the March 31, 2014 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $52.4 million for Itap Bemis and $151.5 million for Dixie Toga for interest, monetary adjustments and costs.  

The City has also assessed the city services tax for the subsequent years 2004-2009 for both entities.  The assessments for those years were upheld at the administrative level and are being challenged by the companies in the judicial courts.  The assessments for tax, penalties, and interest are estimated to be approximately $51.1 million, translated to U.S. dollars at the March 31, 2014 exchange rate.

The Company strongly disagrees with the City’s position and intends to vigorously challenge any assessments by the City. 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 Company's consolidated results of operations and/or cash flows of the period in which the matter is resolved.

Brazil Tax Dispute - Goodwill Amortization

                During October 2013, Dixie Toga, received an income tax assessment in Brazil for the tax years 2009 through 2011 that relates to the amortization of certain goodwill generated from the acquisition of Dixie Toga.  The income tax assessed for those years is approximately $16.8 million, translated to U.S. dollars at the March 31, 2014 exchange rate. The Company expects that tax examinations for years after 2011 will include similar assessments as the Company continues to claim the tax benefits associated with the goodwill amortization. An ultimate adverse resolution on these assessments, including interest and penalties, could be material to the Company's consolidated results of operations and/or cash flows.

The Company has been advised by its legal and tax advisors that its position with respect to the deductions is allowable under the tax laws of Brazil. The Company is contesting the disallowance and believes it is more likely than not the tax benefit will be sustained in its entirety and consequently has not recorded a liability. The Company intends to litigate the matter if it is not resolved at the administrative appeals levels. The ultimate outcome will not be determined until the Brazilian tax appeal process is complete, which could take several years.  At this time, the Company believes that final resolution of the assessment will not have a material impact on the Company's consolidated financial statements.

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 nature of the proceedings, the Company is unable at the present time to predict the outcome of this matter.

Multi-employer Defined Benefit Pension Plans

As of March 31, 2014, the Company participates in two multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees.  The Company does not directly manage these multi-employer 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 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 these plans to increase in the future.

Under current law regarding multi-employer 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 multi-employer pension plan would require the Company to make payments to the plan for the Company’s proportionate share of the multi-employer pension plan’s unfunded vested liabilities. In addition, if a multi-employer defined benefit pension plan fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of five percent on the amount of the accumulated funding deficiency for those employers contributing to the fund. It cannot be assured that there will not be a withdrawal event where the amount the Company would be required to contribute would have a material adverse impact on our consolidated financial condition, results of operations or cash flows.

Based on the most recently available valuation data, the Company estimates a full withdrawal from both plans would result in a charge of approximately $25 million, with the option to pay the balance in installments over twenty years. During the three months ended March 31, 2014, the Company recorded charges related to the best estimate of a withdrawal liability for the planned withdrawal from the Central States Southeast and Southwest Areas Pension Fund as part of a Pressure Sensitive Materials plant closure (refer to Note 3— Divestiture and Plant Closure).

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2014

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)	U.S. Packaging Segment			Global Packaging Segment			Pressure Sensitive Materials Segment		Total
Reported balance at December 31, 2013	$	632.3		$	367.3		$	52.6	$	1,052.2
Reclassification	12.8			(12.8		)	—		—
Divestiture	(10.1		)	—			—		(10.1		)
Currency translation	(0.4		)	4.6			—		4.2
Reported balance at March 31, 2014	$	634.6		$	359.1		$	52.6	$	1,046.3

The components of amortized intangible assets follow: 

	March 31, 2014					December 31, 2013
(in millions)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	25.7	$	(14.3	)	$	26.2	$	(14.4	)
Technology based	82.6		(42.1		)	82.6		(40.9		)
Marketing related	23.5		(14.5		)	23.0		(14.2		)
Customer based	200.6		(74.5		)	200.1		(71.8		)
Reported balance	$	332.4	$	(145.4	)	$	331.9	$	(141.3	)

Amortization expense for intangible assets was $3.9 million during the first three months of 2014 and 2013.  Estimated amortization expense for the remainder of 2014 is $11.8 million; $15.7 million for 2015; $15.5 million for 2016; $15.4 million for 2017 and 2018; and $15.2 million for 2019.  The Company does not have any accumulated impairment losses.

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Derivative Instruments

3 Months Ended

Mar. 31, 2014

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 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.  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 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 March 31, 2014 and December 31, 2013, the Company had outstanding forward exchange contracts with notional amounts aggregating $10.3 million and $5.5 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 which offsets the related transaction gains or losses. The net settlement amounts were immaterial for all periods presented.

The Company is exposed to credit loss in the event of non-performance by counterparties in forward exchange contracts 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 March 31, 2014 and December 31, 2013 are presented in the table below: 

		Fair Value (Level 2) as of
(in millions)	Balance Sheet Location	March 31, 2014		December 31, 2013
Liability Derivatives
Interest rate swaps — designated as hedge	Other liabilities and deferred credits	$	13.5	$	20.2

The income statement impact of derivatives are presented in the table below:

		Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended March 31,
(in millions)	Location of Gain (Loss) Recognized in Income on Derivatives	2014			2013
Designated as hedges
Interest rate swaps	Interest expense	$	2.1		$	2.0
Not designated as hedges
Forward exchange contracts	Other operating income	(0.3		)	—
Total		$	1.8		$	2.0

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Inventories

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories are valued at the lower of cost, as 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)	March 31, 2014		December 31, 2013
Raw materials and supplies	$	217.7	$	215.6
Work in process and finished goods	448.2		432.9
Total inventories	$	665.9	$	648.5

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Components of Net Periodic Benefit Cost

3 Months Ended

Mar. 31, 2014

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 2013 Annual Report on Form 10-K are expected to continue unchanged throughout 2014.

	Three Months Ended March 31,
(in millions)	2014			2013
Service cost - benefits earned during the period	$	1.9		$	3.5
Interest cost on projected benefit obligation	8.6			8.1
Expected return on plan assets	(12.0		)	(12.0		)
Settlement loss	0.4			—
Curtailment loss	0.9			—
Amortization:
Unrecognized transition obligation	0.1			0.1
Prior service cost	0.4			0.4
Actuarial net loss	2.8			6.6
Net periodic benefit cost	$	3.1		$	6.7

Costs for defined contribution pension plans were $5.4 million and $5.0 million for the three months ended March 31, 2014 and 2013, respectively. For the three months ended March 31, 2014, a curtailment benefit of $3.0 million was recorded related to other postretirement plan changes. Benefit costs for other postretirement plans were not significant for the three months ended March 31, 2013.

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Inventory valuation
Raw materials and supplies	$ 217.7	$ 215.6
Work in process and finished goods	448.2	432.9
Total inventories	$ 665.9	$ 648.5

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

3 Months Ended

Mar. 31, 2014

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 at March 31, 2014 and December 31, 2013 follow:

	March 31, 2014				December 31, 2013
(in millions)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Long-term debt	$	1,441.5	$	1,552.3	$	1,421.4	$	1,520.1

Fair values for derivatives

	Fair Value As of		Fair Value As of
	March 31, 2014		December 31, 2013
(in millions)	(Level 2)		(Level 2)
Interest rate swaps — net liability position	$	13.5	$	20.2

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Components of accumulated other comprehensive income (loss)

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

(in millions)	Foreign Currency Translation			Pension And Other Postretirement Liability Adjustment			Accumulated Other Comprehensive Loss
December 31, 2012	$	80.5		$	(193.4	)	$	(112.9	)
Other comprehensive income before reclassifications	8.4			—			8.4
Amounts reclassified from accumulated other comprehensive loss	—			4.2			4.2
Net current period other comprehensive income	8.4			4.2			12.6
March 31, 2013	$	88.9		$	(189.2	)	$	(100.3	)
December 31, 2013	$	(8.0	)	$	(90.7	)	$	(98.7	)
Other comprehensive income before reclassifications	10.0			—			10.0
Amounts reclassified from accumulated other comprehensive loss	—			1.3			1.3
Net current period other comprehensive income	10.0			1.3			11.3
March 31, 2014	$	2.0		$	(89.4	)	$	(87.4	)

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Segments of Business (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Segment Reporting [Abstract]
Reporting Segments Number	3
Segment reporting information
Revenue	$ 1,237.8	$ 1,255.0
Operating Profit and Pretax Profit:
Operating Income (Loss)	79.2	92.1
Interest expense	16.9	16.6
Other non-operating (income) expense, net	(12.6)	4.1
Income before income taxes	74.9	71.4
Total Assets	4,148.2		4,110.2
Segment Reconciling Items [Member]
Operating Profit and Pretax Profit:
Total Assets	293.7		310.1
USPackaging [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	91.8	86.0
Total Assets	2,017.0		2,016.8
GlobalPackaging [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	24.1	25.9
Total Assets	1,502.9		1,463.5
Pressure Sensitive Materials [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	(14.5)	7.7
Total Assets	334.6		319.8
USPackagingBeforeRestructuring [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	91.8	95.4
USPackagingRestructuring [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	0	(9.4)
GlobalPackagingBeforeRestructuring [Member] [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	24.1	25.8
GlobalPackagingRestructuring [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	0	0.1
GeneralCorporateExpenses [Member]
Operating Profit and Pretax Profit:
Operating Income (Loss)	(22.2)	(27.5)
Operating Segments [Member]
Operating Profit and Pretax Profit:
Total Assets	3,854.5		3,800.1
Operating Segments [Member] | USPackaging [Member]
Segment reporting information
Revenue	745.6	753.0
Operating Segments [Member] | GlobalPackaging [Member]
Segment reporting information
Revenue	361.7	374.3
Operating Segments [Member] | Pressure Sensitive Materials [Member]
Segment reporting information
Revenue	143.1	140.8
Intersegment Eliminations [Member] | USPackaging [Member]
Segment reporting information
Revenue	(7.4)	(7.0)
Intersegment Eliminations [Member] | GlobalPackaging [Member]
Segment reporting information
Revenue	(4.9)	(5.8)
Intersegment Eliminations [Member] | Pressure Sensitive Materials [Member]
Segment reporting information
Revenue	$ (0.3)	$ (0.3)

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CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock, shares issued	128.0	127.9
Common stock held in treasury, shares	27.1	26.0

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New Accounting Guidance (Notes)

3 Months Ended

Mar. 31, 2014

New Accounting Guidance [Abstract]

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

New Accounting Guidance

In April 2014, the Financial Accounting Standards Board ("FASB") issued new guidance that redefines a

discontinued operation as a component or group of components that has been disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. Continuing involvement will no longer preclude presentation as a discontinued operation. The guidance is required to be applied by the Company prospectively to new disposals and new classifications of disposal groups as held for sale beginning in fiscal 2015. However, early adoption is permitted. The Company does not expect the adoption of this standard will have a material impact on the consolidated financial statements.

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Earnings Per Share Computations (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Calculation of earnings per share

			Three Months Ended March 31,
(in millions, except per share amounts)			2014			2013
Numerator
Net income attributable to Bemis Company, Inc.			$	49.2		$	49.3
Income allocated to participating securities			—			—
Net income available to common shareholders (1)			$	49.2		$	49.3
Denominator
Weighted average common shares outstanding — basic			101.5			103.2
Dilutive shares			0.9			1.1
Weighted average common and common equivalent shares outstanding — diluted			102.4			104.3
Per common share income
Basic			$	0.48		$	0.48
Diluted			$	0.48		$	0.47
(1	)	Basic weighted average common shares outstanding	101.5			103.2
		Basic weighted average common shares outstanding and participating securities	101.5			103.3
		Percentage allocated to common shareholders	100.0		%	99.9		%

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Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Accumulated other comprehensive loss, net of tax
Foreign currency translation	$ 2.0	$ 88.9	$ (8.0)	$ 80.5
Pension and other postretirement liability adjustment, net of deferred tax effect	(89.4)	(189.2)	(90.7)	(193.4)
Accumulated other comprehensive loss	(87.4)	(100.3)	(98.7)	(112.9)
Tax effect of pension liability adjustment	54.9		55.6
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, before Tax		7.1
Other comprehensive income, before reclassification, foreign currency translation	10.0	8.4
Other comprehensive income, before reclassification, pension	0	0
Other comprehensive income, reclassification adjustment, foreign currency translation	0	0
Other comprehensive income, reclassification, pension	1.3	4.2
Translation adjustments	10.0	8.4
Pension and other postretirement liability adjustments, net of tax	1.3	4.2
Other comprehensive income (loss)	11.3	12.6
Before reclassification [Member]
Accumulated other comprehensive loss, net of tax
Other comprehensive income (loss)	10.0	8.4
Reclassified [Member]
Accumulated other comprehensive loss, net of tax
Other comprehensive income (loss)	1.3	4.2
Pension Costs [Member]
Accumulated other comprehensive loss, net of tax
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, before Tax	4.2
Other comprehensive income, reclassification, pension	2.6
OPEB [Member]
Accumulated other comprehensive loss, net of tax
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, before Tax	2.2
Other comprehensive income, reclassification, pension	$ 1.3

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Segments of Business

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Segments of Business

Segments of Business

The Company's business activities are organized around and aggregated into its three principal business segments, U.S. Packaging, Global 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 conforms to this organizational structure, with no significant differences in accounting policies applied. Minor intersegment sales are generally priced to reflect nominal markups. The Company evaluates the performance of its segments and allocates resources to them based primarily on operating profit, which is defined as profit before general corporate expense, interest expense, other non-operating (income) expense, and income taxes.

A summary of the Company’s business activities reported by its three business segments follows:

	Three Months Ended March 31,
Business Segments (in millions)	2014			2013
Sales including intersegment sales:
U.S. Packaging	$	745.6		$	753.0
Global Packaging	361.7			374.3
Pressure Sensitive Materials	143.1			140.8
Intersegment sales:
U.S. Packaging	(7.4		)	(7.0		)
Global Packaging	(4.9		)	(5.8		)
Pressure Sensitive Materials	(0.3		)	(0.3		)
Total net sales	$	1,237.8		$	1,255.0
U.S. Packaging
Operating profit before facility consolidation and other costs	$	91.8		$	95.4
Facility consolidation and other costs	—			(9.4		)
Operating profit	91.8			86.0
Global Packaging
Operating profit before facility consolidation and other costs	24.1			25.8
Facility consolidation and other costs	—			0.1
Operating profit	24.1			25.9
Pressure Sensitive Materials
Operating (loss) profit	(14.5		)	7.7
Corporate
General corporate expenses	(22.2		)	(27.5		)
Operating income	79.2			92.1
Interest expense	16.9			16.6
Other non-operating (income) expense	(12.6		)	4.1
Income before income taxes	$	74.9		$	71.4

Business Segments (in millions)	March 31, 2014		December 31, 2013
Total assets:
U.S. Packaging	$	2,017.0	$	2,016.8
Global Packaging	1,502.9		1,463.5
Pressure Sensitive Materials	334.6		319.8
Total identifiable assets (1)	3,854.5		3,800.1
Corporate assets (2)	293.7		310.1
Total	$	4,148.2	$	4,110.2

(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.