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 Six Months Ended June 30, 2008

Commission File Number 1-5277

BEMIS COMPANY, INC.

(Exact name of registrant as specified in its charter)

Missouri	43-0178130
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer 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 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 and has been subject to such filing requirements for the past 90 days.    YES  x    NO  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large Accelerated Filer  x    Accelerated Filer  o    Non-Accelerated Filer  o    Smaller Reporting Company  o

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 August 4, 2008, the Registrant had 99,656,376 shares of Common Stock, $.10 par value, issued and outstanding.

PART I — FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                The unaudited financial statements, enclosed as Exhibit 19 to this Form 10-Q, are incorporated by reference into this Item 1.  In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the financial position and the results of operations as of and for the quarter and year-to-date periods ended June 30, 2008.

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

Overview

Bemis Company, Inc. is a leading global manufacturer of flexible packaging and pressure sensitive materials supplying a variety of markets.  Generally about 60 percent of our total company net sales are to customers in the food industry.  Other markets for our products include health and hygiene, lawn and garden, medical devices, pharmaceutical, construction, graphic display and signage, and industrial markets.

Market Conditions

                The primary raw materials for our business segments are polymer resins, films and adhesives, the cost of which has been impacted in recent years by higher energy prices.  The relationship between raw material cost fluctuations and the subsequent adjustment of our selling prices to reflect these changes had a negative effect on flexible packaging operating profit in the first half of 2008 compared to the first half of 2007.

During the second quarter of 2008, many of our suppliers announced dramatic price increases for our raw materials.  The negative impact of these increases on operating margins during the second half of 2008 is expected to be mitigated by the speed with which we are able to pass along those increases in our selling prices.

Results of Operations — Second Quarter 2008

Consolidated Overview

Net sales for the second quarter ended June 30, 2008, were $980.0 million compared to $921.8 million in the second quarter of 2007, an increase of 6.3 percent.  Currency effects increased net sales by 5.3 percent compared to the same quarter of 2007.

Net income totaled $46.4 million for the second quarter of 2008, compared to $49.5 million for the same period of 2007.  Diluted earnings per share were $0.46 for the second quarter of 2008 compared to $0.47 in the second quarter of 2007.

Flexible Packaging Business Segment

Net sales for the flexible packaging business segment increased to $813.9 million this quarter compared to $758.3 million in the second quarter of 2007, a 7.3 percent increase. Currency effects accounted for 4.9 percent net sales growth during the current quarter, reflecting the impact of the continuing strength in European and Brazilian currencies.  Excluding the impact of currency, net sales increased in meat and cheese, dairy and liquids, dry foods, health and hygiene, bakery, pet food, medical device, and industrial market categories, representing about 72 percent of flexible packaging sales.  Net sales decreased in the confectionery and snack, multipack, and other specialty market categories.

Operating profit from the flexible packaging business segment was $88.9 million during the second quarter of 2008 compared to $93.5 million during the second quarter of 2007.  Operating profit as a percentage of net sales for the second quarter of 2008 was 10.9 percent compared to 12.3 percent for the second quarter of 2007.  The time lag between recent cost increases for a variety of important raw materials and the corresponding increase in selling prices reduced operating profit in the second quarter of 2008.

Pressure Sensitive Materials Business Segment

Second quarter net sales for the pressure sensitive materials business segment increased 1.6 percent to $166.1 million in the second quarter of 2008 compared to $163.5 million in the same quarter of 2007.  Currency effects accounted for 7.2 percent net sales growth.   Excluding the impact of currency, net sales in all product lines decreased compared to the second quarter of 2007.  Specifically, while North American label products grew modestly, unit sales growth in our global graphics products was more than offset by decreased price and mix.  Sales of our value-added technical products decreased from the second quarter of 2007 as customers with exposure to markets such as housing and automotive experienced reduced consumer demand.

Operating profit from the pressure sensitive materials business in the second quarter of 2008 was $9.1 million, or 5.5 percent of net sales, compared to $10.2 million, or 6.2 percent of net sales, in the second quarter of 2007.  Increased costs for raw materials and freight have put pressure on operating margins in 2008, but lower sales of value-added technical products is the primary reason for decreased performance results.

Consolidated Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $88.2 million in the second quarter of 2008 compared to $86.5 million for the second quarter of 2007.  As a percentage of sales, this category of expenses was 9.0 percent in the second quarter of 2008 compared to 9.4 percent for the same period of 2007.

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Interest Expense

Interest expense was $11.1 million for the second quarter of 2008, a decrease of $1.5 million from the second quarter of 2007, reflecting lower interest rates partially offset by higher debt levels in 2008.

Other Costs (Income), Net

In the second quarter of 2008, other costs and income included $8.8 million of financial income compared to $7.6 million for the second quarter of 2007.  About 40 percent of the financial income relates to interest income on cash held at non-U.S. locations.  The remainder of the financial income is generated from fiscal incentives for certain flexible packaging locations and is considered as a part of flexible packaging operating profit.

Income Taxes

                Our effective tax rate was 37.2 percent in the second quarter of 2008, similar to our rate for the same period of 2007 of 37.3 percent.  The difference between our overall tax rate and the U.S. statutory tax rate of 35 percent in each period principally relates to state and local income taxes net of federal income tax benefits.  We expect the effective tax rate for total year 2008 to be about 37.1 percent.

Results of Operations — Six Months Ended June 30, 2008

Consolidated Overview

Net sales for the six months ended June 30, 2008, were $1.9 billion, an increase of 5.3 percent compared to net sales for the first six months of 2007.  Currency effects increased net sales by 5.2 percent in the first six months of 2008 compared to the same period of 2007.

Net income totaled $88.7 million for the first six months of 2008, compared to $97.8 million for the same period of 2007.  Diluted earnings per share were $0.88 for the first six months of 2008 compared to $0.92 for the first six months of 2007.

Flexible Packaging Business Segment

Net sales for the flexible packaging business segment for the first six months of 2008 were $1.6 billion, an increase of 6.3 percent compared to the same period of 2007.  Currency effects increased net sales by 4.9 percent in the first six months of 2008 compared to the same period of 2007.  The remaining sales increase was driven by higher sales to meat and cheese, dairy and liquid, health and hygiene, dry foods, bakery, medical device, and industrial markets.  This was partially offset by decreased sales to confectionery and snack, pet food, and multipack market categories.

Operating profit from the flexible packaging business segment was $167.5 million, compared to $181.7 million during the first six months of 2007.  Operating profit as a percent of net sales was 10.5 percent for the six months ended June 30, 2008 compared to 12.1 percent in the same period of 2007.  Operating results for 2008 reflect the negative impact of the time lag between raw material cost increases and corresponding selling price increases.

Pressure Sensitive Materials Business Segment

Net sales for the pressure sensitive materials business segment increased 0.7 percent to $331.8 million during the first six months of 2008 compared to $329.4 million in 2007.  Currency effects increased net sales by 6.8 percent in the first six months of 2008.  Excluding the effects of currency, the decrease in net sales primarily reflects lower sales of value added technical products and a change in sales mix in global graphic products.

Operating profit from the pressure sensitive materials business in the first six months of 2008 was $20.9 million, or 6.3 percent of net sales, compared to $24.4 million, or 7.4 percent of net sales, in the same period of 2007.  Results of operations for this segment were negatively impacted by a change in sales mix for graphic products and lower sales of value-added technical products in 2008 compared to 2007.

Consolidated Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $177.0 million for the six months ended June 30, 2008, compared to $172.0 million for the first six months of 2007.  As a percentage of sales, this category of expenses decreased in the first six months of 2008, to 9.2 percent compared to 9.4 percent in the same period of 2007.  We expect selling, general and administrative expenses as a percentage of net sales for the total year 2008 to be in the range of 9.0 to 9.5 percent.

Interest Expense

Interest expense was $20.1 million for the first six months of 2008, a decrease of $5.0 million from the same period of 2007 primarily driven by lower interest rates in 2008.

Other Costs (Income), Net

For the first six months of 2008, other costs and income included $16.4 million of financial income compared to $12.7 million financial income for the same period of 2007.  About 40 percent of the financial income relates to interest income on cash held at non-U.S. locations.  The remainder of the financial income is generated from fiscal incentives for certain locations and is considered as a part of flexible packaging operating profit.

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Income Taxes

                Our effective tax rate was 37.1 percent in the first six months of 2008, a decrease compared to our rate for the same period of 2007 of 37.5 percent.  This tax rate reflects the increasing impact of U.S. tax incentives for manufacturing companies.  The difference between our overall tax rate and the U.S. statutory tax rate of 35 percent in each period principally relates to state and local income taxes net of federal income tax benefits.  We expect the effective tax rate for total year 2008 to be about 37.1 percent.

Liquidity and Capital Resources

Debt to Total Capitalization

Debt to total capitalization (which includes total debt, long-term deferred tax liabilities and equity) was 32.0 percent at June 30, 2008, compared to 32.9 percent at December 31, 2007.  Total debt as of June 30, 2008, was $863.0 million, an increase of $19.7 million from the balance of $843.3 at December 31, 2007.

Sources of Liquidity

Net cash provided by operating activities decreased to $127.9 million for the six months ended June 30, 2008 compared to $188.0 million in the same period of 2007.  Working capital levels in 2008 were higher reflecting higher raw material costs and increased inventory levels.

Under the terms of our revolving credit agreements, we have the capacity to borrow up to $500 million, of which $425 million matures April 28, 2013, and $75 million matures April 28, 2009. The revolving credit agreements include a combined $100 million multicurrency limit to support the financing needs of our international subsidiaries.  This facility is primarily used to support our issuance of commercial paper.  On June 30, 2008, total commercial paper outstanding was $205.3 million, and multicurrency loans outstanding totaled $27.9 million.  We had the capacity to borrow an additional $258.8 million under the credit facility as of June 30, 2008.  In addition, we have arrangements in place to issue up to $100 million of Extendable Commercial Notes (ECNs), which are short-term instruments whose maturity can be extended to 390 days from the date of issuance.  As of June 30, 2008, the ECN market was unavailable due to unfavorable credit market conditions. Management expects cash flow from operations and available liquidity described above to be sufficient to support operations going forward.

On August 15, 2008, bonds totaling $250 million will mature.  These notes have been classified as long term as of June 30, 2008, in light of our ability to refinance them within our existing commercial paper program.  We are currently evaluating various alternatives for refinancing these bonds, including a combination of cash on hand, commercial paper, and bank financing.

As of June 30, 2008, our outstanding debt supported by the revolving credit agreements exceeded the $425 million long-term facility by $38.3 million. As a result, this portion of our commercial paper is classified as short term borrowing as of that date.

Uses of Liquidity

Capital expenditures were $58.6 million for the six months ended June 30, 2008, compared to $95.4 million for the same period of 2007.  Capital expenditures for 2008 are expected to be approximately $125 million, a substantial decrease from the total capital spending in 2007 of $178.9  million.

During the six months ended June 30, 2008, we repurchased 1,000,000 shares of common stock in the open market for $26.8 million.  As of June 30, 2008, the remaining balance of Board authorization for common stock repurchases was 4.1 million shares.

Interest Rate Swaps

The fair value of interest rate swap agreements recorded on the balance sheet decreased from $3.3 million at December 31, 2007, to $0.8 million at June 30, 2008.  The impact of this change was a $2.5 million decrease in the recorded value of long-term debt with a corresponding decrease in other assets.

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; investment performance

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of assets in our pension plans; competitive conditions within our markets, including the acceptance of our new and existing products; customer contract bidding activity; threats or challenges to our patented or proprietary technologies; raw material costs, availability, and terms, particularly for polymer resins and adhesives; price changes for raw materials and our ability to pass these price changes on to our customers or otherwise manage commodity price fluctuation risks; unexpected energy surcharges; changes in customer order patterns; our ability to achieve expected cost savings associated with cost management initiatives; the presence of adequate cash available for investment in our business in order to maintain desired debt levels; a failure in our information technology infrastructure or applications; changes in governmental regulation, especially in the areas of environmental, health and safety matters, and foreign investment; unexpected outcomes in our current and future litigation proceedings, including the civil lawsuits related to competitive practices in the labelstock industry; unexpected outcomes in our current and future tax proceedings; 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, our Annual Report on Form 10-K for the year ended December 31, 2007, 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.

Explanation of Terms Describing the Company’s Products

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

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

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

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

Coextruded film — A blown or cast film extruded with multiple layers extruded simultaneously.

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

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

Flexible polymer film — A non-rigid plastic film.

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

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

Label products — Pressure sensitive materials made up and sold in roll form.

Labelstock — Pressure sensitive material designed for the label markets.

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

Monolayer film — A single layer extruded plastic film.

Multiwall paper bag — A package made from two or more layers of paper that have not been laminated.

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

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

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

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

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

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

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

UV inhibitors — Chemicals which protect against ultraviolet rays.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s market risk during the six-month period ended June 30, 2008.  For additional information, refer to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

ITEM 4.  CONTROLS AND PROCEDURES

                The Company’s management, under the direction, supervision, and involvement of the Chief Executive Officer and the Chief Financial Officer, has carried out an evaluation, as of the end of the period covered by this report, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) of the Company.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that disclosure controls and procedures in place at the Company are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding

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required disclosure.  There has been no change in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                The material set forth in Note 10 of the Notes to Consolidated Financial Statements included in Exhibit 19 to this Form 10-Q is incorporated herein by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)           The Company’s 2008 Annual Meeting of Shareholders was held on May 1, 2008.

(b)(1)   The shareholders voted for five director nominees for three-year terms.  There were no abstentions and no broker non-votes.  The vote was as follows:

Name of Candidate	Votes For	Votes Withheld
Timothy M. Manganello	91,385,370	1,690,853
Edward N. Perry	90,650,023	2,426,200
William J. Scholle	86,067,381	7,008,842
Henry J. Theisen	90,726,374	2,349,848
Philip G. Weaver	91,384,111	1,692,112

(2)   The shareholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2008 fiscal year.  The vote was 90,945,376 for, 1,446,718 against, and 684,127 abstentions.  There were no broker non-votes.

(3)   The shareholders voted down the Stockholder Proposal on Compensation Report.  The vote was 6,868,416 for, 71,511,639 against, and 2,691,292 abstentions.  There were no broker non-votes.

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        August 5, 2008	/s/ Gene C. Wulf
	Gene C. Wulf, Senior Vice President and
	Chief Financial Officer
Date        August 5, 2008	/s/ Stanley A. Jaffy
	Stanley A. Jaffy, Vice President
	and Controller

EXHIBIT INDEX

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 May 6, 2004. (1)	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. (2)	Incorporated by Reference
4(b)	Certificate of Bemis Company, Inc. regarding Rights Agreement. (3)	Incorporated by Reference
4(c)	Rights Agreement, dated as of July 29, 1999, between the Registrant and Wells Fargo Bank, National Association (formerly known as Norwest Bank Minnesota, National Association). (4)	Incorporated by Reference
19	Reports Furnished to Security Holders.	Filed Electronically
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO.	Filed Electronically
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO.	Filed Electronically
32	Section 1350 Certification of CEO and CFO.	Filed Electronically

(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 Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277).

(3)Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-5277).

(4)Incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed on August 4, 1999 (File No. 1-5277).

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EX-19

EXHIBIT 19

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net sales	$	979,959		$	921,820		$	1,927,241		$	1,830,950
Costs and expenses:
Cost of products sold	807,422			744,907			1,591,735			1,476,886
Selling, general and administrative expenses	88,235			86,493			176,979			171,969
Research and development	6,937			6,475			12,765			12,700
Interest expense	11,105			12,653			20,134			25,143
Other costs (income), net	(9,141		)	(8,723		)	(18,246		)	(13,908		)
Minority interest in net income	1,488			1,089			2,828			1,678
Income before income taxes	73,913			78,926			141,046			156,482
Provision for income taxes	27,500			29,400			52,300			58,700
Net income	$	46,413		$	49,526		$	88,746		$	97,782
Basic earnings per share of common stock	$	.47		$	.47		$	.89		$	.93
Diluted earnings per share of common stock	$	.46		$	.47		$	.88		$	.92
Cash dividends paid per share of common stock	$	.22		$	.21		$	.44		$	.42
Weighted-average common shares outstanding	99,643			104,511			99,880			104,781
Weighted-average common shares and common stock equivalents outstanding	100,829			105,593			100,874			106,059

See accompanying notes to consolidated financial statements.

EXHIBIT 19

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

	June 30, 2008			December 31, 2007
ASSETS
Cash and cash equivalents	$	171,013		$	147,409
Accounts receivable, net	518,135			448,200
Inventories, net	526,868			478,727
Prepaid expenses	72,371			62,607
Total current assets	1,288,387			1,136,943
Property and equipment, net	1,262,716			1,248,456
Goodwill	665,133			642,507
Other intangible assets, net	104,996			103,756
Deferred charges and other assets	59,607			59,734
Total	829,736			805,997
TOTAL ASSETS	$	3,380,839		$	3,191,396
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	10,856		$	1,758
Short-term borrowings	111,706			66,047
Accounts payable	401,169			384,673
Accrued salaries and wages	74,774			70,248
Accrued income and other taxes	24,431			11,824
Total current liabilities	622,936			534,550
Long-term debt, less current portion	740,454			775,456
Deferred taxes.	157,983			155,871
Deferred credits and other liabilities	139,344			124,261
Total liabilities	1,660,717			1,590,138
Minority interest	45,455			38,926
Stockholders’ equity:
Common stock issued (117,073,260 and 116,941,126 shares)	11,707			11,694
Capital in excess of par value	336,100			327,387
Retained income	1,567,036			1,523,659
Accumulated other comprehensive income	258,165			171,162
Common stock held in treasury at cost (17,422,771 and 16,422,771 shares)	(498,341		)	(471,570		)
Total stockholders’ equity	1,674,667			1,562,332
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,380,839		$	3,191,396

See accompanying notes to consolidated financial statements.

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EXHIBIT 19

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Six Months Ended June 30,
	2008			2007
Cash flows from operating activities
Net income	$	88,746		$	97,782
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	83,752			79,126
Minority interest in net income	2,828			1,678
Excess tax benefit from share-based payment arrangements	(52		)	(5,767		)
Share-based compensation	8,806			8,003
Deferred income taxes	1,362			2,615
Income of unconsolidated affiliated company	(885		)	(625		)
Loss (gain) on sales of property and equipment	905			(326		)
Non-cash restructuring related activities				108
Changes in working capital, net of effects of acquisitions	(73,094		)	(38,135		)
Net change in deferred charges and credits	15,575			43,525
Net cash provided by operating activities	127,943			187,984
Cash flows from investing activities
Additions to property and equipment	(58,615		)	(95,428		)
Business acquisitions and adjustments, net of cash acquired				(97		)
Proceeds from sales of property and equipment	1,222			7,611
Net cash used in investing activities	(57,393		)	(87,914		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	15,773			12,087
Repayment of long-term debt	(17,726		)	(17,890		)
Net borrowing of commercial paper	43,750			30,550
Net (repayment) borrowing of short-term debt	(26,633		)	1,095
Cash dividends paid to stockholders	(45,369		)	(45,725		)
Common stock purchased for the treasury	(26,771		)	(39,186		)
Excess tax benefit from share-based payment arrangements	52			5,767
Stock incentive programs and related withholdings	(1,364		)	(14,932		)
Net cash used by financing activities	(58,288		)	(68,234		)
Effect of exchange rates on cash and cash equivalents	11,342			9,320
Net increase in cash and cash equivalents	23,604			41,156
Cash and cash equivalents balance at beginning of year	147,409			112,160
Cash and cash equivalents balance at end of period	$	171,013		$	153,316

See accompanying notes to consolidated financial statements.

3

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

	Common Stock		Capital In Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock Held In Treasury			Total Stockholders’ Equity
Balance at December 31, 2006	$	11,611	$	317,177		$	1,431,747		$	29,098		$	(317,617	)	$	1,472,016
Net income						181,554									181,554
Unrecognized gain reclassified to earnings, net of tax $(337)									(527		)				(527		)
Translation adjustment									122,387						122,387
Pension liability adjustment, net of tax effect ($11,942)									20,204						20,204
Total comprehensive income															323,618
Adjustment to initially apply FIN 48						167									167
Cash dividends paid on common stock $0.84 per share						(89,809		)							(89,809		)
Stock incentive programs and related tax effects (826,779 shares)	83		(14,745		)										(14,662		)
Excess tax benefit from share-based compensation arrangements			6,908												6,908
Share-based compensation			18,047												18,047
Purchase of 5,150,000 shares of common stock												(153,953		)	(153,953		)
Balance at December 31, 2007	11,694		327,387			1,523,659			171,162			(471,570		)	1,562,332
Net income						88,746									88,746
Unrecognized gain reclassified to earnings, net of tax $(165)									(263		)				(263		)
Translation adjustment									85,256						85,256
Pension liability adjustment, net of tax effect $(1,265)									2,010						2,010
Total comprehensive income*															175,749
Cash dividends paid on common stock $0.44 per share						(45,369		)							(45,369		)
Stock incentive programs and related tax effects (132,134 shares)	13		(1,364		)										(1,351		)
Excess tax benefit from share-based compensation arrangements			52												52
Share-based compensation			10,025												10,025
Purchase of 1,000,000 shares of common stock												(26,771		)	(26,771		)
Balance at June 30, 2008	$	11,707	$	336,100		$	1,567,036		$	258,165		$	(498,341	)	$	1,674,667

*Total comprehensive income for the second quarter of 2008 and 2007 was $104,882 and $88,796, respectively, and was $156,864 for the first six months of 2007.

See accompanying notes to consolidated financial statements.

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EXHIBIT 19

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

                The accompanying unaudited consolidated financial statements have been prepared by Bemis Company, Inc. (the Company) in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair financial statement presentation.  Certain prior year amounts have been restated to conform with current year presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2007.

Note 2 — New Accounting Pronouncements

In June 2008, the Financial Accounting Standards Board (FASB) issued Staff Position (FSP) No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1), which clarified that unvested share-based payment awards that contain nonforfeitable rights to receive dividends or dividend equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (EPS). This FSP is effective for fiscal years beginning after December 15, 2008 and interim periods within those years, and requires that all prior period EPS data be adjusted retroactively.  We are currently evaluating the impact of adopting FSP EITF 03-6-1 on our calculation and disclosure of basic and diluted EPS.

In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement of Financial Accounting Standards (FAS) No. 142, Goodwill and Other Intangible Assets. This FSP is effective for fiscal years beginning after December 15, 2008.  We are currently evaluating the impact of adopting FSP FAS 142-3 on our consolidated statements of financial position, results of operations, and cash flows.

                In March 2008, the FASB issued FAS No. 161, The Disclosures about Derivative Instruments and Hedging Activities (FAS 161), which requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FAS 133, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  This Statement is effective for fiscal years and interim periods beginning after November 15, 2008.  We are currently evaluating the impact of adopting FAS 161 on our consolidated statements of financial position, results of operations, and cash flows.

In December 2007, the FASB issued FAS No. 160, Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 (FAS 160), which amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  The standard is effective for the Company on January 1, 2009.  We are currently evaluating the impact of adopting FAS 160 on our consolidated statements of financial position, results of operations, and cash flows.

                In December 2007, the FASB issued FAS No. 141 (Revised 2007), Business Combinations (FAS 141(R)).  FAS 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of business combinations. FAS 141(R) is effective on a prospective basis for financial statements issued for fiscal years beginning after December 15, 2008.  Accordingly, any business combination we enter into and/or close after December 31, 2008, will be subject to this new standard.

                In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (FAS 159), which permits entities to choose to measure many financial instruments and certain other items at fair value.  The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  The standard was effective for the Company on January 1, 2008 and, as permitted, the Company has not elected the “fair value option” for its financial assets and financial liabilities.

                In September 2006, the FASB issued FAS No. 157, Fair Value Measurements (FAS 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.  FAS 157 will apply whenever another standard requires (or permits) assets or liabilities to be measured at fair value.  The standard does not expand the use of fair value to any new circumstances.  In early 2008, the FASB issued Staff Position (FSP) FAS 157-2, which delays by one year the effective date of FAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis.  The Company adopted FAS 157 on January 1, 2008, as required, with no effect on the measurement of the Company’s financial assets and financial liabilities or on its consolidated financial position and results of operations.  We are continuing to evaluate the impact the standard will have on the determination of fair value related to non-financial assets and non-financial liabilities in years after 2008.

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Note 3 — 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 fair value of the items listed below was determined based on data provided by the counterparties.

				Significant Other
	Balance at			Observable Inputs
(in thousands)	June 30, 2008			(Level 2)
Fixed-to-floating interest rate swaps — asset position	$	768		$	768
Long-term debt converted to floating interest rate by interest rate swaps	$	(768	)	$	(768	)

Note 4 — Accounting for Stock-Based Compensation

Options were granted at prices equal to fair market value on the date of the grant and are exercisable, upon vesting, over varying periods up to ten years from the date of grant.  Options for directors vest immediately, while options for Company employees generally vest over three years (one-third per year).  The following table summarizes all stock option plan activity from December 31, 2007 to June 30, 2008:

	Aggregate			Per Share		Weighted-Average
	Intrinsic		Number of	Option Price		Exercise Price
	Value		Shares	Range		Per Share
Outstanding at December 31, 2007	$	13,238,000	1,684,082	$	15.86 - $26.95	$	19.52
Exercised
Outstanding and exercisable at June 30, 2008	$	4,885,000	1,684,082	$	15.86 - $26.95	$	19.52

The following table summarizes information about outstanding and exercisable stock options at June 30, 2008:

	Options Outstanding and Exercisable
	Number	Weighted-Average
	Outstanding	Remaining	Weighted-Average
Range of Exercise Prices	at 6/30/08	Contractual Life	Exercise Price
$15.86 - $18.81	1,259,612	1.5 years	$	17.77
$22.04 - $26.95	424,470	4.1 years	$	24.71
	1,684,082	2.2 years	$	19.52

                Stock options have not been granted since early 2003.  The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:  dividend yield 2.3%, expected volatility 29.2%, risk-free interest rate 6.75%, and expected life 10.0 years.

                In 1994, 2001, and in 2006, the Company adopted Stock Incentive Plans for certain key employees.  The 1994, 2001, and 2007 (adopted in 2006) Plans provide for the issuance of up to 4,000,000, 5,000,000, and 6,000,000 shares, respectively.  Each Plan expires 10 years after its inception, at which point no further stock options or restricted stock units may be granted.  Since 1994, 3,932,910, 3,677,162, and 1,469,241 grants of either stock options or restricted stock units have been made under the 1994, 2001, and 2007 Plans, respectively.  Distribution of the restricted stock units is made in the form of shares of the Company’s common stock on a one for one basis.  Distribution of the shares will normally be made not less than three years, nor more than six years, from the date of the restricted stock unit grant.  All restricted stock units granted under the plan are subject to restrictions as to continuous employment, except in the case of death, permanent disability, or retirement.  In addition, cash payments are made during the grant period on outstanding restricted stock units equal to the dividend on Bemis common stock.  The cost of the award is based on the fair market value of the stock on the date of grant.  The cost of the awards is charged to income over the requisite service period.

                As of June 30, 2008, the unrecorded compensation cost for restricted stock units is $49,398,000 and will be recognized over the remaining vesting period for each grant which ranges between May 4, 2009 and December 31, 2012.  The remaining weighted-average life of all restricted stock units outstanding is 3.5 years.

                The following table summarizes all restricted stock unit activity from December 31, 2007 to June 30, 2008:

			Number of
	Aggregate		Restricted
	Intrinsic Value		Stock Units
Outstanding units at December 31, 2007			3,296,583
Restricted stock units granted			288,441
Restricted stock units paid			(182,943	)
Restricted stock units canceled			(72,167	)
Outstanding units at June 30, 2008	$	74,657,000	3,329,914

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Note 5 — Goodwill and Other Intangible Assets

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

	Flexible Packaging		Pressure Sensitive
(in thousands)	Segment		Materials Segment			Total
Reported balance at December 31, 2006	$	550,748	$	52,943		$	603,691
Currency translation and other adjustments	38,841		(25		)	38,816
Reported balance at December 31, 2007	589,589		52,918			642,507
Currency translation and other adjustments	22,492		134			22,626
Reported balance at June 30, 2008	$	612,081	$	53,052		$	665,133

                The components of amortized intangible assets follow:

	June 30, 2008					December 31, 2007
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets (in thousands)	Amount		Amortization			Amount		Amortization
Contract based	$	15,447	$	(9,718	)	$	15,447	$	(9,168	)
Technology based	52,578		(20,703		)	52,673		(19,383		)
Marketing related	27,665		(9,721		)	25,230		(8,125		)
Customer based	76,917		(27,469		)	69,444		(22,362		)
Reported balance	$	172,607	$	(67,611	)	$	162,794	$	(59,038	)

Amortization expense for intangible assets during the first six months of 2008 was $5.0 million.  Estimated amortization expense for the remainder of 2008 is $4.0 million; for 2009 and 2010 is $9.0 million each year; $8.7 million for 2011; $7.8 million for 2012; and $7.2 million for 2013.

Note 6 — Inventories

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

	June 30,			December 31,
(in thousands)	2008			2007
Raw materials and supplies	$	192,376		$	169,687
Work in process and finished goods	354,086			328,758
Total inventories, gross	546,462			498,445
Less inventory write-downs	(19,594		)	(19,718		)
Total inventories, net	$	526,868		$	478,727

Note 7 — Components of Net Periodic Benefit Cost

                Benefit costs for defined pension benefit plans are shown below.  Costs for other benefits include defined contribution pension plans and postretirement benefits other than pensions.  The funding policy and expectations disclosed in the Company’s 2007 Annual Report on Form 10-K are expected to continue unchanged throughout 2008.

	Three Months Ended June 30,												Six Months Ended June 30,
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
(in thousands)	2008			2007			2008			2007			2008			2007			2008			2007
Service cost — benefits earned during the period	$	3,280		$	3,439		$	2,926		$	3,467		$	6,574		$	6,839		$	6,164		$	6,208
Interest cost on projected benefit obligation	8,562			8,116			172			294			17,141			16,153			344			589
Expected return on plan assets	(11,100		)	(11,359		)							(22,222		)	(22,626		)
Amortization of unrecognized transition obligation	69			62									138			121
Amortization of prior service cost	590			571			(114		)	54			1,180			1,141			(227		)	107
Recognized actuarial net (gain) or loss	1,183			1,961			(125		)	(15		)	2,366			3,904			(251		)	(30		)
Net periodic benefit (income) cost	$	2,584		$	2,790		$	2,859		$	3,800		$	5,177		$	5,532		$	6,030		$	6,874

Note 8 — Segments of Business

                The Company’s business activities are organized around and aggregated into its two principal business segments, Flexible Packaging and Pressure Sensitive Materials.  Both internal and external reporting conforms to this organizational structure, with no significant differences in accounting policies applied.  The Company evaluates the performance of its segments and allocates resources to them based primarily on

7

operating profit, which is defined as profit before general corporate expense, interest expense, income taxes, and minority interest.  A summary of the Company’s business activities reported by its two business segments follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Business Segments (in millions)	2008			2007			2008			2007
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	814.2		$	758.4		$	1,596.0		$	1,501.8
Pressure Sensitive Materials	167.7			165.7			334.8			332.7
Intersegment Sales:
Flexible Packaging	(0.3		)	(0.1		)	(0.5		)	(0.3		)
Pressure Sensitive Materials	(1.6		)	(2.2		)	(3.1		)	(3.3		)
Total Net Sales	$	980.0		$	921.8		$	1,927.2		$	1,830.9
Operating Profit and Pretax Profit:
Flexible Packaging	$	88.9		$	93.5		$	167.5		$	181.7
Pressure Sensitive Materials	9.1			10.2			20.9			24.4
Total operating profit	98.0			103.7			188.4			206.1
General corporate expenses	(11.5		)	(11.0		)	(24.5		)	(22.8		)
Interest expense	(11.1		)	(12.7		)	(20.1		)	(25.1		)
Minority interest in net income	(1.5		)	(1.1		)	(2.8		)	(1.7		)
Income before income taxes	$	73.9		$	78.9		$	141.0		$	156.5

	June 30,		December 31,
Business Segments (in millions)	2008		2007
Identifiable Assets:
Flexible Packaging	$	2,841.5	$	2,672.7
Pressure Sensitive Materials	372.1		358.0
Total identifiable assets	3,213.6		3,030.7
Corporate assets	167.2		160.7
Total	$	3,380.8	$	3,191.4

Note 9 — Earnings Per Share Computations

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2008		2007		2008		2007
Weighted average common shares outstanding — basic	99,643		104,511		99,880		104,781
Dilutive shares	1,186		1,082		994		1,278
Weighted average common and common equivalent shares outstanding — diluted	100,829		105,593		100,874		106,059
Net income for basic and diluted earnings per share computation	$	46,413	$	49,526	$	88,746	$	97,782
Earnings per common share — basic	$	0.47	$	0.47	$	0.89	$	0.93
Earnings per common share — diluted	$	0.46	$	0.47	$	0.88	$	0.92

For the three and six months ended June 30, 2008, options to purchase 2,494 shares of common stock with exercise prices greater than the average fair market value of our stock were not included in the calculation of earnings per share because the effect would have been anti-dilutive.

Note 10 — Legal Proceedings

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

                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 laws in proceedings associated with eleven sites around the United States.  These proceedings were instituted by the United States Environmental Protection Agency and certain state environmental agencies at various times beginning in 1983.  Superfund and similar state 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, we expect the

8

Company’s 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 reserved an amount that it believes to be adequate to cover its exposure.

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

The City of São Paulo disagreed and assessed Dixie Toga the city services tax for the years 1991-1995.  The assessments for those years are estimated to be approximately $68.8 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the June 30, 2008 exchange rate.  Dixie Toga challenged the assessments and ultimately litigated the issue in two annulment actions filed on November 24, 1998 and August 16, 1999 in the Lower Tax Court in the city of São Paulo.  A decision by the Lower Tax Court in the city of São Paulo in 2002 cancelled all of the assessments for the years 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga have each appealed parts of the lower court decision.  In the event of an adverse resolution, the estimated amounts for these years could be substantially increased for additional interest, monetary adjustments and costs from the date of acquisition.

The City has also asserted the applicability of the city services tax for the subsequent years 1996-2001 and has issued assessments for those years for Dixie Toga and for Itap Bemis Ltda., a Dixie Toga subsidiary.  The assessments for those years were upheld at the administrative level and will be challenged by the companies.  The assessments at the date of acquisition for these years for tax and penalties (exclusive of interest and monetary adjustments) are estimated to be approximately $10.4 million for Itap Bemis and $33.4 million for Dixie Toga, translated to U.S. dollars at the June 30, 2008 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $35.4 million for Itap Bemis and $102.1 million for Dixie Toga for interest, monetary adjustments and costs.

The 1996-2001 assessments for Dixie Toga are currently being challenged in the courts.  In pursuing its challenge through the courts for the years 1996-2001, Dixie Toga is required, in accordance with court procedures, to pledge assets as security for its lawsuits.  The amount of assets to be pledged by Dixie Toga is expected to be approximately $135.5 million which equals the tax and penalty of $33.4 million referenced above plus monetary adjustments, costs and estimated cumulative interest totaling an additional $102.1 million for the 1996-2001 assessments.

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

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

The Company and its subsidiary, Morgan Adhesives Company, have been named as defendants in thirteen civil lawsuits related to an investigation that was initiated and subsequently closed by the U.S. Department of Justice without any further action.  Six of these lawsuits purport to represent a nationwide class of labelstock purchasers, and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  The first of these lawsuits was filed on May 27, 2003.  In these lawsuits, the plaintiffs seek actual damages for the period of the alleged conspiracy (January 1, 1996 through July 25, 2003) trebled, plus an award of attorneys’ fees and costs.  On November 5, 2003, the Judicial Panel on MultiDistrict Litigation issued a decision consolidating all of the federal class actions for pretrial purposes in the United States District Court for the Middle District of Pennsylvania, before the Honorable Chief Judge Vanaskie.  On November 20, 2007, the Court granted plaintiffs’ motion for class certification.  On March 6, 2008, the Third Circuit Court of Appeals denied Defendant’s petition for leave to appeal the district court’s decision granting class certification.  At this time, a discovery cut-off and a trial date have not been set.  The Company has also been named in three lawsuits filed in the California Superior Court in San Francisco. These three lawsuits, which have been consolidated, seek to represent a class of all California indirect purchasers of labelstock and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  Finally, the Company has been named in one lawsuit in Vermont, seeking to represent a class of all Vermont indirect purchasers of labelstock, one lawsuit in Nebraska seeking to represent a class of all Nebraska indirect purchasers of labelstock, one lawsuit in Kansas seeking to represent a class of all Kansas indirect purchasers of labelstock, and one lawsuit in Tennessee, seeking to represent a class of purchasers of labelstock in various jurisdictions, all alleging a conspiracy to fix prices within the self-adhesive labelstock industry.  On June 24, 2008, the Court in the consolidated federal class actions issued a decision dismissing the Company from those actions.  The Company and Morgan Adhesives Company intend to vigorously defend the state class actions, and Morgan Adhesives Company intends to vigorously defend the federal class actions.

Given the ongoing status of the class-action civil lawsuits, the Company is unable to predict the outcome of these matters although the effect could be material to the results of operations and/or cash flows of the period in which the matter is resolved.  The Company is currently not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on the business, results of operations, financial position, or liquidity of the Company.

9

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        August 5, 2008	By /s/ Henry J. Theisena
	Henry J. Theisen, President and
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

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

I, Gene C. Wulf, 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        August 5, 2008	By /s/ Gene C. Wulf
	Gene C. Wulf, Senior Vice President and
	Chief Financial Officer

EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS OF CEO AND CFO

                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that the quarterly report on Form 10-Q of Bemis Company, Inc. for the quarter ended June 30, 2008 (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/ Gene C. Wulf
Henry J. Theisen, President and	Gene C. Wulf, Senior Vice President and
Chief Executive Officer	Chief Financial Officer
August 5, 2008	August 5, 2008