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 June 30, 2010

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  xNO  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  xNO  o

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

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

Indicate by check mark whether the registrant is a shell company.   YES  oNO  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 3, 2010, the registrant had 109,133,721 shares of Common Stock, $.10 par value, issued and outstanding.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited consolidated financial statements and related footnotes, enclosed as Exhibit 19 to this Form 10-Q (the Consolidated Financial Statements), are incorporated by reference into this Item 1.  In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the financial position and the results of operations as of and for the quarter and year-to-date periods ended June 30, 2010.

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

Three and Six Months Ended June 30, 2010

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

Six-month review of results	Three months ended June 30,								Six months ended June 30,
(dollars in millions)	2010				2009				2010				2009
Net sales	$	1,270.2	100.0	%	$	866.4	100.0	%	$	2,291.9	100.0	%	$	1,709.8	100.0	%
Cost of products sold	1,039.9		81.9		688.0		79.4		1,875.8		81.8		1,367.4		80.0
Gross profit	230.3		18.1		178.4		20.6		416.1		18.2		342.4		20.0
Selling, general, and administrative expenses	112.7		8.9		88.7		10.2		219.7		9.6		177.5		10.4
Other (income) expense, net	24.5		1.9		11.2		1.3		53.6		2.3		27.8		1.6
Income from continuing operations before income taxes	93.1		7.3		78.5		9.1		142.8		6.3		137.1		8.0
Provision for income taxes	33.5		2.6		28.8		3.4		51.4		2.2		50.1		2.9
Income from continuing operations	59.6		4.7		49.7		5.7		91.4		4.1		87.0		5.1
Income from discontinued operations, net of tax	2.0		0.1		0.0		0.0		2.6		0.1		0.0		0.0
Net income	61.6		4.8		49.7		5.7		94.0		4.2		87.0		5.1
Less: net income attributable to noncontrolling interests	2.0		0.1		1.2		0.1		3.6		0.2		1.8		0.1
Net income attributable to Bemis Company, Inc.	$	59.6	4.7	%	$	48.5	5.6	%	$	90.4	4.0	%	$	85.2	5.0	%
Effective income tax rate			36.0	%			36.7	%			36.0	%			36.5	%

Overview

Bemis Company, Inc. (the Company) is a leading global manufacturer of flexible packaging and pressure sensitive materials supplying a variety of markets.  Approximately 70 percent of our total company net sales are to customers in the food industry.  Sales of our flexible packaging products are widely diversified among food categories and can be found in nearly every aisle of the grocery store.  Our emphasis on supplying packaging to the food industry has historically provided a more stable market environment for our flexible packaging business segment, which accounted for approximately 89 percent of our net sales in the second quarter of 2010.  The remaining 11 percent of net sales is from our pressure sensitive materials business segment which, while diversified in end use products, is less focused on food industry applications and more exposed to economically sensitive end markets such as advertising, housing, and automotive.

Market Conditions

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

During the second quarter of 2010, flexible packaging operating margins as a percentage of net sales decreased, reflecting the negative short-term effects of increases in the cost of polymer resins, the primary raw materials used in our flexible packaging business segment, which occurred during the first several months of 2010.  This compares to a period of temporary raw material cost advantage during the second quarter of 2009, which allowed for increased operating margins during that time.

Subsequent Event — Sale of Discontinued Operations

Under the terms of an order signed by the U.S. District Court for the District of Columbia on February 25, 2010, a portion of the Food Americas business acquired on March 1, 2010 was to be divested.  The divested assets include two facilities located in Menasha, Wisconsin and Tulsa, Oklahoma.  We completed the sale of the discontinued operations on July 13, 2010 to Exopack Holding Corp. (“Exopack”), an affiliate of private investment firm Sun Capital Partners, Inc. for approximately $82 million.  The divested business recorded 2009 net sales of approximately $156 million and manufactures flexible packaging for retail natural cheese and shrink bags for fresh red meat.  Operating results associated with this business were classified as discontinued operations for the three and six months ended June 30, 2010.

2

Results of Operations — Second Quarter 2010

Consolidated Overview

(in millions, except per share amounts)	2010		2009
Net sales	$	1,270.2	$	866.4
Income from continuing operations, net of tax	57.7		48.5
Diluted earnings per share from continuing operations	0.52		0.47

Net sales for the second quarter ended June 30, 2010, were $1.27 billion compared to $866.4 million in the second quarter of 2009, an increase of 46.6 percent.  Acquisitions increased net sales by approximately 38 percent for the second quarter of 2010.  Currency effects increased net sales by 2.1 percent compared to the same quarter of 2009.  The remaining 6.5 percent increase in net sales reflects higher sales of value-added products and improved unit sales volume.

Diluted earnings per share for the second quarter of 2010 included a $0.04 charge for acquisition-related integration costs, including severance costs for workforce reductions and equipment relocation costs, and also included a $0.02 charge associated with purchase accounting adjustments for inventory.  Diluted earnings per share for the second quarter of 2009 included a $0.03 per share charge for acquisition-related legal, accounting and other professional fees.

Flexible Packaging Business Segment

(dollars in millions)	2010			2009
Net sales	$	1,127.0		$	733.5
Operating profit (See Note 16 to the Consolidated Financial Statements)	125.6			102.3
Operating profit as a percentage of net sales	11.1		%	13.9		%

Net sales for our flexible packaging business segment increased 53.6 percent in the second quarter of 2010.  Currency effects increased net sales by 2.8 percent during the second quarter, and acquisitions completed during the last 12 months increased net sales by an estimated 45 percent.  The remaining 5.8 percent growth in net sales reflects higher sales of value-added products and improved unit sales volume.

Operating profit for the second quarter of 2010 included a charge of $3.5 million related to purchase accounting charges for inventory and a charge of $3.9 million for acquisition related costs including severance costs for workforce reduction and equipment relocation costs.  The decrease in operating profit as a percentage of net sales in the second quarter of 2010 reflected the negative short-term effects of raw material cost increases in early 2010 and generally lower operating margins in the newly acquired Food Americas operations.  Raw material cost reductions in late 2008 and early 2009 provided a short-term benefit to profits during the second quarter of 2009.

Pressure Sensitive Materials Business Segment

(dollars in millions)	2010			2009
Net sales	$	143.2		$	132.9
Operating profit (See Note 16 to the Consolidated Financial Statements)	11.7			2.9
Operating profit as a percentage of net sales	8.2		%	2.2		%

Second quarter 2010 net sales for our pressure sensitive materials business segment increased 7.8 percent from the second quarter of 2009.  Currency effects decreased net sales by 2.3 percent.  Healthy unit volume growth in both our European and North American operations and across all product lines supported sales growth during the second quarter of 2010.

Operating profit as a percentage of net sales increased to 8.2 percent for the second quarter of 2010 from 2.2 percent for the second quarter of 2009, reflecting higher sales of value-added graphic and technical products.  Performance in this business segment was negatively impacted in the second quarter of 2009 by substantially lower market demand in all product lines.  Aggressive cost management following the 2009 decline in market demand successfully reduced operating costs in 2010.

Consolidated Gross Profit

(dollars in millions)	2010			2009
Gross profit	$	230.3		$	178.4
Gross profit as a percentage of net sales	18.1		%	20.6		%

Gross profit for the second quarter of 2010 included a charge of $3.5 million related to purchase accounting charges for inventory.  The decline in gross profit as a percentage of net sales from the same period of 2009 reflects the impact of the consolidation of the newly acquired Food Americas business, which currently operates with generally lower margins, and an increasing raw material cost environment compared to 2009.

3

Consolidated Selling, General and Administrative Expenses

(dollars in millions)	2010			2009
Selling, general and administrative expenses (SG&A)	$	112.7		$	88.7
SG&A as a percentage of net sales	8.9		%	10.2		%

Selling, general and administrative expenses were higher for the second quarter of 2010 compared to the same quarter of 2009, reflecting the impact of the Food Americas acquisition on March 1, 2010.  As a percentage of net sales, this category of expenses decreased in the second quarter of 2010 to 8.9 percent compared to 10.2 percent in the same period of 2009, reflecting the impact on the calculation of higher net sales levels in 2010.

Other (Income) Expense, net

(dollars in millions)	2010			2009
Research and development (R&D)	$	8.7		$	6.5
R&D as a percentage of net sales	0.7		%	0.8		%
Interest expense	$	18.5		$	5.9
Effective interest rate	4.9		%	3.9		%
Other operating (income) expense, net	$	(3.6	)	$	(0.4	)
Other non-operating (income) expense, net	$	0.8		$	(0.8	)
Income taxes	$	33.5		$	28.8
Effective tax rate	36.0		%	36.7		%

Interest Expense

Interest expense increased in the second quarter of 2010 compared to the second quarter of 2009 due primarily to the July 2009 issuance of $800 million of long term bonds as financing for a portion of the consideration for the Food Americas acquisition.

Other Operating (Income) Expense, Net

For the second quarter of 2010, other operating (income) expense, net, included $4.2 million of fiscal incentive income, an increase of $0.4 million compared to $3.8 million for the second quarter of 2009.  Fiscal incentives are associated with net sales and manufacturing activities in certain South American operations and are included in business segment operating profit.  Other operating expense in the second quarter of 2010 also included $1.2 million of legal, accounting, and other professional fees associated with the acquisition of the Food Americas business, compared to $4.7 million of such fees for the same period of 2009.

Other Non-operating (Income) Expense, Net

Other non-operating expense, net, included net foreign exchange costs of $1.1 million in the second quarter of 2010, partially offset by interest income.  Other non-operating income during the second quarter of 2009 represents interest income.

Income Taxes

The lower effective tax rate in 2010 reflects the benefits from 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 35.0 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 the total year 2010 to be about 36.0 percent.

Results of Operations — Six Months Ended June 30, 2010

Consolidated Overview

(in millions, except per share amounts)	2010		2009
Net sales	$	2,291.9	$	1,709.8
Income from continuing operations, net of tax	87.8		85.2
Diluted earnings per share from continuing operations	0.79		0.82

Net sales for the six months ended June 30, 2010 increased 34 percent compared to net sales for the first six months of 2009.  Compared to the same period of 2009, currency effects increased net sales by 3.5 percent in the first six months of 2010 and management estimates that acquisitions increased net sales by approximately 26 percent.  The remaining increase in net sales primarily reflects higher unit sales volume.

Income from continuing operations, net of tax, totaled $87.8 million for the first six months of 2010, compared to $85.2 million for the same period of 2009.  Diluted earnings per share from continuing operations were $0.79 for the first six months of 2010 compared to $0.82 for the six months of 2009.  Results for 2010 include $0.09 of charges associated with purchase accounting adjustments for inventory and order

4

backlog, $0.08 of acquisition related legal, accounting, and other professional fees, $0.04 of acquisition related integration costs, and $0.06 of acquisition related financing costs incurred before the transaction was completed.  Results for the first six months of 2009 were negatively impacted by charges primarily associated with acquisition related costs totaling $0.11 per share.

Flexible Packaging Business Segment

(dollars in millions)	2010			2009
Net sales	$	2,008.4		$	1,448.7
Operating profit (See Note 16 to the Consolidated Financial Statements)	219.5			193.7
Operating profit as a percentage of net sales	10.9		%	13.4		%

Net sales for our flexible packaging business segment for the first six months of 2010 increased 38.6 percent compared to the same period of 2009.  Currency effects increased net sales by 4.1 percent in the first six months of 2010 compared to the same period of 2009.  Acquisitions increased net sales by approximately 31 percent compared to the first six months of 2009.  The remaining 3.5 percent growth in net sales reflects higher sales of value added products and improved unit sales volume during the period.

Operating profit from the flexible packaging business segment increased 13.3 percent during the first six months of 2010 compared to the same period of 2009.  Operating profit was reduced by $15.4 million of purchase accounting adjustments for inventory and order backlog, in addition to a $3.9 million charge for acquisition related integration costs, including severance costs for workforce reductions and equipment relocation costs.  Operating profit as a percentage of net sales was 10.9 percent for the six months ended June 30, 2010 compared to 13.4 percent in the same period of 2009.  Operating profit as a percentage of net sales in the first six months of 2009 reflected the positive impact of a decreasing raw material cost environment.

Pressure Sensitive Materials Business Segment

(dollars in millions)	2010			2009
Net sales	$	283.5		$	261.1
Operating profit (See Note 16 to the Consolidated Financial Statements)	18.3			1.0
Operating profit as a percentage of net sales	6.5		%	0.4		%

Net sales for the pressure sensitive materials business segment increased 8.6 percent to $283.5 million during the first six months of 2010 compared to the same period of 2009.  Currency effects increased net sales by 0.4 percent in the first six months of 2009.  Excluding the effects of currency, the increase in net sales reflects increased sales volume in all product lines and across all geographic regions.

Operating profit from the pressure sensitive materials business improved substantially in the first six months of 2010 compared to the same period of 2009, driven by the increased sales of value-added graphic and technical products and generally stronger unit sales volumes in 2010.

Consolidated Gross Profit

(dollars in millions)	2010			2009
Gross profit	$	416.1		$	342.4
Gross profit as a percentage of net sales	18.2		%	20.0		%

Gross profit for the first six months of 2010 included a charge of $15.4 million related to purchase accounting charges for inventory and order backlog.  A decline in gross profit as a percentage of net sales from the same period of 2009 reflects the impact of the consolidation of the newly acquired Food Americas business which currently operates with generally lower margins, and an increasing raw material cost environment compared to 2009.

Consolidated Selling, General and Administrative Expenses

(dollars in millions)	2010			2009
Selling, general and administrative expenses (SG&A)	$	219.7		$	177.5
SG&A as a percentage of net sales	9.6		%	10.4		%

Selling, general, and administrative expenses increased 23.8 percent for the six months ended June 30, 2010, reflecting the impact of the March 1, 2010 Food Americas acquisition.  As a percentage of net sales, this category of expenses decreased in the first six months of 2010 to 9.6 percent compared to 10.4 percent in the same period of 2009, reflecting the impact on the calculation of higher net sales levels in 2010.

Other (Income) Expense, net

(dollars in millions)	2010			2009
Research and development (R&D)	$	14.4		$	12.6
R&D as a percentage of net sales	0.6		%	0.7		%
Interest expense	$	36.7		$	11.9
Effective interest rate	5.4		%	3.7		%

5

Other (Income) Expense, net (continued)

(dollars in millions)	2010			2009
Other operating (income) expense, net	$	4.8		$	4.9
Other non-operating (income) expense, net	$	(2.2	)	$	(1.5	)
Income taxes	$	51.4		$	50.1
Effective tax rate	36.0		%	36.5		%

Interest Expense

Interest expense increased by $24.8 million for the first six months of 2010, reflecting the added cost of the July 2009 bond issuance to finance a portion of the consideration for the March 1, 2010 Food Americas acquisition.

Other Operating (Income) Expense, Net

Other operating (income) expense, net included $13.9 million of acquisition related costs in the six months ended 2010 compared to $13.7 million of acquisition related costs in the same period of 2009.  These costs were partially offset by financial income in each period.  Fiscal incentives are associated with net sales and manufacturing activities in certain Brazilian operations and are included in business segment operating profit.

Other Non-operating (Income) Expense, Net

Other non-operating (income) expense, net, included net foreign exchange gains of $1.3 million in the first quarter of 2010, primarily reflecting the net impact of currency fluctuations on financing arrangements for the foreign operations acquired in the Food Americas acquisition.  These acquisition-related foreign currency exposures were substantially reduced by March 31, 2010.

Income Taxes

The lower effective tax rate in 2010 reflects the benefits from 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 35.0 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 the total year 2010 to be about 36.0 percent.

Liquidity and Capital Resources

Debt to Total Capitalization

Net debt to book capitalization (which includes total debt net of cash and cash equivalents on hand and total Bemis Company, Inc. stockholders’ equity) was 43.3 percent at June 30, 2010. Excluding the $1.0 billion of cash on hand related to acquisition financing proceeds received in advance of the March 1, 2010 closing, net debt to book capitalization was 39.2 percent at December 31, 2009.  Total debt at June 30, 2010 increased by $216.1 million from the balance at December 31, 2009, primarily reflecting the commercial paper necessary to complete the March 1, 2010 acquisition of Food Americas.  The remainder of the acquisition price was funded with $1.0 billion of cash raised in 2009 from the sale of long-term debt and issuance of common stock.

Sources of Liquidity

Cash provided by operating activities was $124.1 million for the first six months of 2010, compared to $267.3 million for the first six months of 2009.  Working capital increased by $70.8 million during the first six months of 2010 primarily reflecting higher inventory balances related to integration of acquired facilities.

As of June 30, 2010, we had a total of $625.0 million of revolving credit facilities.  These credit facilities are used principally as back-up for our commercial paper program.  As of June 30, 2010, there was $336.8 million of debt outstanding supported by these credit facilities, leaving $288.2 million of available credit.  Cash flows from operating activities are expected to continue to provide sufficient liquidity to meet future cash obligations.

Uses of Liquidity

Capital expenditures were $39.3 million for the six months ended June 30, 2010, compared to $45.3 million for the same period of 2009, reflecting reduced near term capital expenditure requirements identified through acquisition integration efforts.  Cash flow from operating activities during the first six months of 2010 also supported $51.1 million of common stock dividend payments.

Critical Accounting Estimates and Judgments

Our discussion and analysis of our financial condition and results of operations is based upon 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 upon 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, 2009.

6

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 of assets in our pension plans; competitive conditions within our markets, including the acceptance of our new and existing products; customer contract bidding activity; threats or challenges to our patented or proprietary technologies; raw material costs, availability, and terms, particularly for polymer resins and adhesives; price changes for raw materials and our ability to pass these price changes on to our customers or otherwise manage commodity price fluctuation risks; unexpected energy surcharges; broad changes in customer order patterns; our ability to achieve expected cost savings associated with 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, 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; 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, 2009 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 adhesive 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 additives into a multilayered plastic package.  These products protect the contents from such things as oxygen, moisture, light, odor, or other environmental factors.

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

Bundling films — A film manufactured by a modified blown film process that is used for wrapping and holding multipacks of products such as canned goods and bottles of liquids, replacing corrugate and fiberboard.

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, carbon dioxide or moisture, into or out of the package.

Crystallized Polyester (PET) — CPET.  The process of using a combination of formulated resin blends and thermoforming conditions to increase the crystalinity of PET trays, which increases the heat distortion temperature of the trays to 450 degrees Fahrenheit.  This allows foods packaged in these trays to go directly from freezer to oven for heating of the food.

EZ Open Packaging — Any one of a series of technologies employed to allow the consumer easy access to a packaged product. Peelable closures, laser or other physical scoring/abrasion of a packaging film may be used. EZ Open can be combined with reclose features such as plastic zippers or the inclusion of pressure sensitive materials into the packaging film.

Flexible polymer film — A non-rigid plastic film. Generally the shape of the package changes as the product contained in it is removed.

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.

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

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

IWS — Individually Wrapped Slices.  A term used to describe individually wrapped slices of process cheese foods.

IWS Inner Wrap — The plastic film used to wrap each slice of process cheese.  Typically, these films are cast coextrusions of polypropylene resins.

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

Labelstock — Pressure sensitive material designed for the label markets.

7

Laminate/Barrier laminate — A multilayer plastic film made by laminating two or more films together with the use of adhesive or a molten plastic to achieve the distribution and use requirements for the planned package contents. Alternately, a barrier layer can also be included as one of the films or in the laminating medium to protect the packaged products from such things as moisture, oxygen or other environmental factors.

Liner or Inner Liner Films — A multilayer coextruded film that is used as the inner liner for bag-in-box packaging applications for products such as cereal or crackers.  The films typically are comprised of high density polyethylenes and may contain barrier resins such as EVOH or nylon.

Modified atmosphere packaging — A package in which the normal atmospheric composition of air inside the package has been modified by replacing it with a gas such as nitrogen.

Monolayer film — A single layer extruded plastic film.

Multiwall paper bag — A package made from two or more layers, at least one of which is paper, which have not been laminated.

Pouches and bags — An option that delivers a semi-finished package, instead of rollstock, to a customer for filling product and sealing/closing the package for distribution.

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

Prime label — A pressure sensitive label used as the primary decorative label or secondary label, typically on a consumer product.

Retort — A food processing technique in which the food product is placed in a package and then thermally treated (in the range of 250 degrees Fahrenheit) to extend the food product’s shelf life under room temperature storage conditions.  High oxygen and moisture barrier flexible or rigid packaging materials can be used for the primary package.

Rigid Packaging — A form of packaging in which the shape of the package is retained as its contents are removed in use. Bottles, trays and clamshell packaging are examples.

Rollstock — The principal form in which flexible packaging material is delivered to a customer.  Finished film wound on a core is converted in a process at the end user’s plant that forms, fills, and seals the package of product for delivery to customers.

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.

Shrink film/ Barrier shrink film— A packaging film consisting of polyethylene and/or polypropylene resins extruded via a tubular process.  The film is cooled and then reheated and stretched at a temperature near its melting point. The film can be irradiated with an electron beam in a second process to cross link the molecules for added heat resistance and strength.  The film is made to shrink around a product to be packaged by an application of a thermal treatment.  Alternately, a layer of an oxygen barrier material can be included to manufacture a barrier shrink film product.

Stretch film — A plastic film with a significant ability to stretch which is used to wrap pallets of goods in the shipping process.

Technical products — Technically engineered pressure sensitive materials used primarily for fastening and mounting functions, for example in cell phones, appliances, and electronic devices.

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

UV inhibitors — Chemical agents included in a film to protect products against ultraviolet rays.

Variable information label — A pressure sensitive label that is typically printed with a bar code or other type of variable information.

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, 2010.  For additional information, refer to Note 7 to the 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, 2009.

ITEM 4.  CONTROLS AND PROCEDURES

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

8

ITEM 1A.  RISK FACTORS

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

Our Integration of the Food Americas acquisition.

On March 1, 2010, Bemis completed the acquisition of the Food Americas operations of Alcan Packaging (the Food Americas Acquisition), a business unit of international mining group Rio Tinto plc, for $1.2 billion.  The acquisition expanded our global presence with additional Food Americas flexible packaging facilities in the United States, Canada, Mexico, Brazil, Argentina, and New Zealand.

Our acquisition of the Food Americas operations of Alcan Packaging presents the following additional or increased risk factors which were not included in our Annual Report on Form 10-K for the year ended December 31, 2009:

We have incurred and will incur integration-related costs in connection with the Food Americas acquisition.

We have incurred and will incur costs in connection with the Food Americas acquisition. The substantial majority of these costs will be non-recurring expenses related to the Food Americas acquisition, facilities, and systems consolidation.  Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the business, should allow us to more than offset incremental transaction and acquisition-related costs over time, this net benefit may not be achieved in the near term, or at all.

The market price of our common stock may decline as a result of the Food Americas acquisition.

The market price of our common stock may decline as a result of the Food Americas acquisition if, among other things, we are unable to achieve the expected growth in earnings, or if the operational cost savings estimates in connection with the integration of the Alcan Packaging Food Americas business are not realized, or if the integration costs related to the Food Americas acquisition are greater than expected, or if the value of the cash savings attributable to the amortization of tax deductible goodwill is less than anticipated. The market price of our common stock also may decline if we do not achieve the perceived benefits of the acquisition as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the acquisition on our financial results is not consistent with the expectations of financial or industry analysts.

Domestic and international economic conditions.

Disruption in the domestic and international equity and financial markets may impact local economies in which we conduct business.  We are not able to predict the future impact of other market disruptions on our liquidity and consolidated statements of financial position, results of operations, and cash flows.

Foreign operations — Conditions in foreign countries and changes in foreign currency exchange rates may reduce our reported results of operations.

We have operations in the United States, Canada, Mexico, South America, Europe, and Australasia.  In 2009, approximately 35 percent of our sales were generated by entities operating outside of the United States.  Fluctuations in currencies can cause transaction and translation losses.  In addition, our revenues and net income may be adversely affected by economic conditions, political situations, and changing laws and regulations in foreign countries, as to which we have no control.

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

At June 30, 2010, our variable rate borrowings approximated $328.8 million.  Fluctuations in interest rates can increase borrowing costs and have an adverse impact on results of operations.  Accordingly, increases in short-term interest rates will directly impact the amount of interest we pay.  For each one percent increase in variable interest rates, our annual interest expense would increase by $3.3 million on the $328.8 million of variable rate borrowings outstanding as of June 30, 2010.

Credit rating — A downgrade in our credit rating could increase our borrowing costs and negatively affect our financial condition and results of operations.

In addition to using cash provided by operations, we regularly issue commercial paper to meet our short-term liquidity needs.  Our credit ratings are important to our ability to issue commercial paper at favorable rates of interest.  A downgrade in our credit rating could increase the cost of borrowing by increasing the interest rates that we pay for our commercial paper or the fees associated with our bank credit facility.  In addition, our bank credit facility has covenants that include limits on the sale of businesses, minimum net worth calculations, and a maximum ratio of debt to total capitalization.  If for any reason our existing credit arrangements were no longer available to us we would be required to seek alternative sources of financing.  We would expect to meet our financial liquidity needs by accessing the bank market, which could further increase our borrowing costs.

ITEM 6.  EXHIBITS

The Exhibit Index is incorporated herein by reference.

9

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 9, 2010	/s/ Scott B. Ullem
		Scott B. Ullem, Vice President and Chief Financial Officer
Date	August 9, 2010	/s/ Stanley A. Jaffy
		Stanley A. Jaffy, Vice President and Controller

10

Exhibit Index

Pursuant to the rules and regulations of the Securities and Exchange Commission, 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
2(a)	Sale and Purchase Agreement between Bemis Company, Inc. as seller and Exopack Holding Corp. as buyer, dated June 11, 2010, portions have been omitted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission concurrent with the original filing (excluding certain schedules and exhibits referred to in the agreement which the Registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request). (1)	Incorporated by Reference
2(b)	Sale and Purchase Agreement between Bemis Company, Inc. as buyer and Alcan Holdings Switzerland AG, Alcan Corporation, and certain Rio Tinto Alcan Group Companies as sellers, dated as of July 5, 2009 and amended and restated as of February 26, 2010, portions have been omitted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission concurrent with the original filing (excluding certain schedules and exhibits referred to in the agreement, as amended, which the Registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request). (2)	Incorporated by Reference
3(a)	Restated Articles of Incorporation of the Registrant, as amended. (3)	Incorporated by Reference
3(b)	By-Laws of the Registrant, as amended through May 6, 2004. (3)	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. (4)	Incorporated by Reference
	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.
19	Reports Furnished to Security Holders	Filed Electronically
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO.	Filed Electronically
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO.	Filed Electronically
32	Section 1350 Certification of CEO and CFO.	Filed Electronically
101	The following materials from Bemis Company, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, formatted in XBRL: (i) Consolidated Statements of Income for the three and six months ended June 30, 2010 and 2009; (ii) Consolidated Balance Sheets at June 30, 2010 and December 31, 2009; (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009; (iv) Consolidated Statements of Equity for the six months ended June 30, 2010 and 2009; and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text.	Filed Electronically

*	Management contract, compensatory plan or arrangement filed pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under the Securities Exchange Act of 1934.
(1)	Incorporated by reference to the Registrant’s Form 8-K filed July 19, 2010 (File No. 1-5277).
(2)	Incorporated by reference to the Registrant’s Form 8-K filed March 1, 2010 (File No. 1-5277).
(3)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 1-5277).
(4)	Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277).

11

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						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Net sales	$	1,270,215		$	866,379		$	2,291,944		$	1,709,772
Costs and expenses:
Cost of products sold	1,039,896			688,000			1,875,784			1,367,361
Selling, general and administrative expenses	112,743			88,718			219,730			177,473
Research and development	8,725			6,533			14,350			12,575
Other operating (income) expense, net	(3,637		)	(429		)	4,799			4,881
Interest expense	18,540			5,861			36,677			11,884
Other non-operating (income) expense, net	832			(801		)	(2,207		)	(1,547		)
Income from continuing operations before income taxes	93,116			78,497			142,811			137,145
Provision for income taxes	33,500			28,800			51,400			50,100
Income from continuing operations	59,616			49,697			91,411			87,045
Income from discontinued operations, net of tax	1,961						2,615
Net income	61,577			49,697			94,026			87,045
Less: Net income attributable to noncontrolling interests	1,938			1,176			3,604			1,814
Net income attributable to Bemis Company, Inc.	$	59,639		$	48,521		$	90,422		$	85,231
Amounts attributable to Bemis Company, Inc.:
Income from continuing operations, net of tax	$	57,678		$	48,521		$	87,807		$	85,231
Income from discontinued operations, net of tax	1,961						2,615
Net income attributable to Bemis Company, Inc.	$	59,639		$	48,521		$	90,422		$	85,231
Basic earnings per share:
Income from continuing operations	$	0.52		$	0.47		$	0.79		$	0.83
Income from discontinued operations	0.02						0.02
Net income attributable to Bemis Company, Inc.	$	0.54		$	0.47		$	0.81		$	0.83
Diluted earnings per share:
Income from continuing operations	$	0.52		$	0.47		$	0.79		$	0.82
Income from discontinued operations	0.02			—			0.02			—
Net income attributable to Bemis Company, Inc.	$	0.54		$	0.47		$	0.81		$	0.82
Cash dividends paid per share	$	0.230		$	0.225		$	0.460		$	0.450

See accompanying notes to consolidated financial statements.

1

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands, except share amounts)

	June 30,			December 31,
	2010			2009
ASSETS
Cash and cash equivalents	$	80,286		$	1,065,687
Accounts receivable, net	645,464			467,988
Inventories, net	617,796			399,067
Prepaid expenses and other current assets	115,100			72,606
Current assets of discontinued operations	23,950
Total current assets	1,482,596			2,005,348
Property and equipment, net	1,532,424			1,157,193
Goodwill	974,716			646,852
Other intangible assets, net	204,092			85,299
Deferred charges and other assets	68,035			34,013
Long-term assets of discontinued operations	64,721
Total other long-term assets	1,311,564			766,164
TOTAL ASSETS	$	4,326,584		$	3,928,705
LIABILITIES
Current portion of long-term debt	$	2,612		$	22,527
Short-term borrowings	11,540			8,795
Accounts payable	525,928			380,017
Accrued salaries and wages	92,525			89,988
Accrued income and other taxes	33,405			23,528
Current liabilities of discontinued operations	13,521
Total current liabilities	679,531			524,855
Long-term debt, less current portion	1,460,801			1,227,514
Deferred taxes	143,225			134,676
Other liabilities and deferred credits	213,703			189,977
Total Liabilities	2,497,260			2,077,022
EQUITY
Bemis Company, Inc. stockholders’ equity:
Common stock issued (126,554,417 and 125,646,511 shares)	12,655			12,565
Capital in excess of par value	558,614			567,247
Retained earnings	1,688,568			1,649,804
Accumulated other comprehensive income	25,170			72,457
Common stock held in treasury, 17,422,771 shares at cost	(498,341		)	(498,341		)
Total Bemis Company, Inc. stockholders’ equity	1,786,666			1,803,732
Noncontrolling interests	42,658			47,951
Total Equity	1,829,324			1,851,683
TOTAL LIABILITIES AND EQUITY	$	4,326,584		$	3,928,705

See accompanying notes to consolidated financial statements.

2

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Six Months Ended
	June 30,
	2010			2009
Cash flows from operating activities
Net income	$	94,026		$	87,045
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	101,784			78,140
Excess tax benefit from share-based compensation arrangements	(2,863		)	(36		)
Share-based compensation	9,257			9,574
Deferred income taxes	2,334			8,095
Income of unconsolidated affiliated companies	(1,394		)	(641		)
(Gain) loss on sales of property and equipment	(84		)	273
Changes in working capital, net of effects of acquisitions	(70,777		)	97,108
Net change in deferred charges and credits	(8,202		)	(12,305		)
Net cash provided by operating activities	124,081			267,253
Cash flows from investing activities
Additions to property and equipment	(39,290		)	(45,320		)
Business acquisitions and adjustments, net of cash acquired	(1,222,111		)	(30,694		)
Proceeds from sales of property and equipment	853			421
Net cash used in investing activities	(1,260,548		)	(75,593		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	13,464			1,393
Repayment of long-term debt	(38,150		)	(3,170		)
Net borrowing (repayment) of commercial paper	238,250			(83,295		)
Net borrowing (repayment) of short-term debt	4,143			(26,493		)
Cash dividends paid to stockholders	(51,105		)	(46,462		)
Excess tax benefit from share-based compensation arrangements	2,863			36
Stock incentive programs and related tax withholdings	(13,315		)	(2,609		)
Net cash provided by (used in) financing activities	156,150			(160,600		)
Effect of exchange rates on cash and cash equivalents	(5,084		)	5,548
Net increase (decrease) in cash and cash equivalents	(985,401		)	36,608
Cash and cash equivalents balance at beginning of year	1,065,687			43,454
Cash and cash equivalents balance at end of period	$	80,286		$	80,062
Supplemental disclosure of cash flow information
Business acquisitions, net of cash:
Working capital acquired, net	$	230,692		$	668
Goodwill and intangible assets acquired, net	467,153			57
Fixed and other long-term assets	544,280			30,383
Deferred taxes and other liabilities	(35,893		)	(414		)
Subsidiary shares of noncontrolling interests	15,879
Cash used for acquisitions	$	1,222,111		$	30,694
Interest paid during the period	$	37,604		$	9,796
Income taxes paid during the period	$	40,652		$	27,467

See accompanying notes to consolidated financial statements.

3

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(dollars in thousands, except per share amounts)

	Bemis Company, Inc. Stockholders
									Accumulated
			Capital In						Other			Common
	Common		Excess of			Retained			Comprehensive			Stock Held			Noncontrolling
	Stock		Par Value			Earnings			Income (Loss)			In Treasury			Interests			Total
Balance at December 31, 2008	$	11,713	$	345,982		$	1,599,178		$	(112,001	)	$	(498,341	)	$	36,012		$	1,382,543
Net income						85,231									1,814			87,045
Unrecognized gain reclassified to earnings, net of tax of $167									(263		)							(263		)
Translation adjustment									92,499						5,424			97,923
Pension liability adjustment, net of tax effect of $2,242									3,870									3,870
Total comprehensive income																		188,575
Cash dividends declared on common stock ($0.45 per share)						(46,462		)										(46,462		)
Stock incentive programs and related tax withholdings (225,169 shares)	23		(2,609		)													(2,586		)
Excess tax benefit from share- based compensation arrangements			454															454
Share-based compensation			10,818															10,818
Balance at June 30, 2009	$	11,736	$	354,645		$	1,637,947		$	(15,895	)	$	(498,341	)	$	43,250		$	1,533,342
Balance at December 31, 2009	$	12,565	$	567,247		$	1,649,804		$	72,457		$	(498,341	)	$	47,951		$	1,851,683
Net income						90,422									3,604			94,026
Unrecognized gain reclassified to earnings, net of tax of $168									(263		)							(263		)
Translation adjustment									(52,762		)				(1,025		)	(53,787		)
Pension liability adjustment, net of tax effect of $3,298									5,738									5,738
Total comprehensive income																		45,714
Cash dividends declared on common stock ($0.46 per share)						(51,658		)										(51,658		)
Stock incentive programs and related tax withholdings (907,906 shares)	90		(13,405		)													(13,315		)
Excess tax benefit from share- based compensation arrangements			3,522															3,522
Share-based compensation			9,257															9,257
Purchase of subsidiary shares from noncontrolling interests			(8,007		)										(7,872		)	(15,879		)
Balance at June 30, 2010	$	12,655	$	558,614		$	1,688,568		$	25,170		$	(498,341	)	$	42,658		$	1,829,324

See accompanying notes to consolidated financial statements.

4

BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by Bemis Company, Inc. (the Company) in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair financial statement presentation.  Certain prior year amounts have been reclassified to conform to current year presentation.  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, 2009.

Note 2 — New Accounting Guidance

Subsequent Events

In February 2010, the Financial Accounting Standards Board (FASB) issued additional authoritative guidance for subsequent events that removed the Securities and Exchange Commission (SEC) requirement for a filer to disclose the date through which subsequent events have been evaluated in issued financial statements.  This guidance alleviates potential conflicts with SEC requirements and was effective upon issuance.  The Company adopted the new guidance, as required, which modified the disclosure in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Fair Value Measurements and Disclosures

In January 2010, the FASB issued additional authoritative guidance regarding fair value measurements and disclosures.  This guidance requires that information be provided about asset movements among Levels 1 and 2 of the fair value hierarchy, requires expanded disclosures in the roll forward of Level 3 activity, and provides clarifications on certain existing disclosure requirements.  The majority of the guidance was effective for the Company for interim and annual reporting periods beginning after December 15, 2009 and did not impact its financial position or results of operations.  A portion of the guidance related to expanded disclosures in the roll forward of Level 3 activity is effective for interim and annual reporting periods beginning after December 15, 2010.  This portion of the guidance will expand the Company’s disclosures and will not impact its financial position or results of operations.

Note 3 — Acquisitions

Acquisition of Alcan Packaging Food Americas

On March 1, 2010, Bemis completed its acquisition of the Food Americas operations of Alcan Packaging, a business unit of Rio Tinto plc.  Under the terms of the $1.2 billion transaction, Bemis acquired 23 Food Americas flexible packaging facilities in the U.S., Canada, Mexico, Brazil, Argentina, and New Zealand, which recorded 2009 net sales of $1.4 billion.  These facilities produce flexible packaging principally for the food and beverage industries and augment Bemis’ product offerings and technological capabilities.  The acquisition was completed through the purchase of the assets of Pechiney Plastic Packaging, Inc., AP Food Americas, LLC, and Alcan Packaging Canada, Ltd. and through the purchase of the outstanding shares of Alcan Packaging Mexico, S.A. De C.V., Alcan Empaques Mexico, S.A. De C.V., Alcan Packaging Thermaplate, Inc., Danaflex Packaging Corporation Limited, Alcan Embalagens Do Brasil Ltda., Envaril Plastic Packaging S.R.L., and Envatrip S.A.

In compliance with regulatory requirements for approval of the transaction in the United States, the Company was obligated to divest a portion of the acquired business, which includes two facilities.  This portion of the business is related primarily to sales of flexible packaging for retail natural cheese products and shrink bag packaging for fresh meat products.  The sale of this portion of the business was completed on July 13, 2010 as noted in Note 5 — Subsequent Event.  The 2009 annual net sales associated with the sold business were approximately $156 million.  Operating results associated with this sold business have been classified on the consolidated statement of income as income from discontinued operations, net of tax.

The total purchase price for the acquisition was as follows:

(in thousands)
Cash consideration	$	1,228,321
Working capital purchase price adjustments	(373		)
Assumption of liabilities of seller	_7,524
	$	1,235,472

Certain customary working capital adjustments will be made to the purchase price during the remainder of the year.  The majority of the financing for this transaction was completed during the third quarter of 2009 through the issuance of $800.0 million of public bonds and 8.2 million common shares issued in a secondary public stock offering.  The remaining cash purchase price was financed in the commercial paper market in advance of closing.  The Company incurred $57.7 million in acquisition-related fees which were recorded in other operating expense in the consolidated statement of income, of which $13.9 million were incurred in the six months ended June 30, 2010 and $43.8 million were incurred in the year ended December 31, 2009.

5

The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is based on the estimated fair values at the date of acquisition.  The Company is in the process of finalizing fair market valuations which may require adjustments to the purchase price allocation.  The preliminary allocation resulted in goodwill of approximately $336.9 million, which is attributed to business synergies and intangible assets that do not meet the criteria for separate recognition.  The Company is currently in the process of determining the tax deductibility of the goodwill.  Other long-term assets include an adjustment of approximately $12.9 million to record assets related to the indemnity provisions of the sale and purchase agreement, and are primarily related to tax matters.  In the second quarter of 2010, net adjustments of $23.6 million were made to the fair values of the assets acquired and liabilities assumed with a corresponding adjustment to goodwill.  These adjustments are reflected in the values presented below.  The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the acquisition date:

	March 1,
(in thousands)	2010
Cash and cash equivalents	$	22,090
Accounts receivable, net	146,985
Inventories	177,275
Prepaid expenses and other current assets	41,291
Working capital of discontinued operations	8,452
Property and equipment	457,547
Goodwill	336,853
Other intangible assets	130,300
Long-term assets of discontinued operations	64,083
Other long-term assets	22,650
Accounts payable	(124,375		)
Accrued salaries and wages	(11,925		)
Accrued income and other taxes	139
Deferred income taxes	(3,661		)
Long-term liabilities	(32,232		)
	$	1,235,472

The determination of fair value for acquired intangible assets was primarily based upon the discounted expected cash flows.  The determination of useful life was based upon historical acquisition experience, economic factors, and future cash flows of the assets acquired.  The estimated amortization expense related to these intangible assets for 2010 is approximately $9.1 million, using straight-line amortization.  The fair values and useful lives that have been assigned to the acquired identifiable intangible assets follow:

(in thousands)	Useful Life	Fair Value
Customer relationships	20 years	$	87,300
Technology	15 years	39,700
Order backlog	One month	3,300
Total		$	130,300

The results of the acquired operations have been included in the consolidated financial statements since the date of acquisition.   In accordance with current accounting guidance, income from discontinued operations does not include depreciation or amortization expense.

The following unaudited pro forma financial information for the three months and six months ended June 30, 2010 and 2009 reflects the results of operations as if the acquisition of the Food Americas operations of Alcan Packaging had been completed on January 1, 2010 and January 1, 2009, respectively.  Pro forma adjustments have been made for changes in depreciation and amortization expenses related to the valuation of the acquired fixed and intangible assets and assumed liabilities at fair value, the addition of incremental interest costs related to debt used to finance the acquisition, and the tax benefits related to the increased costs.

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2010		2009		2010		2009
Net sales
Pro forma	$	1,270,215	$	1,226,079	$	2,527,764	$	2,425,444
As reported	1,270,215		866,379		2,291,944		1,709,772
Net income attributable to Bemis Company, Inc.
Pro forma	$	61,943	$	61,037	$	97,258	$	89,081
As reported	59,639		48,521		90,422		85,231
Diluted earnings per share
Pro forma	$	0.56	$	0.55	$	0.87	$	0.80
As reported	0.54		0.47		0.81		0.82

6

The unaudited pro forma financial information is presented for informational purposes only.  It is not necessarily indicative of what our results of operations actually would have been had we completed the acquisition as of the beginning of each year, nor does it purport to project the future operating results of the Company.  It also does not reflect any cost savings, operating synergies or revenue enhancements that we may achieve nor the costs necessary to achieve those cost savings, operating synergies, revenue enhancements, or integration efforts.

Acquisition of South American Rigid Packaging Operations of Huhtamaki Oyj

On June 3, 2009, the Company announced that it acquired the South American rigid packaging operations of Huhtamaki Oyj, a global manufacturer of consumer and specialty packaging.  This rigid packaging business, which includes three facilities in Brazil and one facility in Argentina, recorded annual net sales of approximately $86.0 million in 2008, primarily to dairy and food service markets.  The purchase price of $43.0 million was paid with a combination of $32.3 million cash on hand, $1.9 million of debt assumed, and an $8.8 million note payable to the seller.  The note payable to seller matured on May 31, 2010 and has been paid.  The fair values of assets and liabilities acquired were $51.7 million and $10.9 million, respectively.

Note 4 — Discontinued Operations

As discussed in Note 3, “Acquisitions,” we were obligated to divest a portion of the acquired Alcan Packaging Food Americas business in the United States in order to comply with regulatory requirements for approval of the transaction.  The sale of this portion of the business was completed on July 13, 2010 as noted in Note 5 — Subsequent Event.  Since the March 1, 2010, date of the Food Americas acquisition, the operating results associated with this portion of the acquired business, primarily related to the production of flexible packaging for retail natural cheese products and shrink bag packaging for fresh meat products, have been classified as discontinued operations.  The assets and liabilities for these operations have been segregated as assets and liabilities of discontinued operations on the consolidated balance sheet.  In the second quarter of 2010, we reduced goodwill and intangible assets by a total of $27.5 million to reflect our updated estimate of fair value of the assets of the discontinued operations less estimated selling costs as of March 1, 2010.  In accordance with current accounting guidance, income from discontinued operations does not include depreciation or amortization expense.

The operating results of the discontinued operations included in the consolidated financial statements for the three months and six months ended June 30, 2010 (since they were purchased on March 1, 2010) follow:

	Three Months Ended			Six Months Ended
(in thousands)	June 30, 2010			June 30, 2010
Net sales	$	36,073		$	48,393
Income before income taxes	$	3,061		$	4,115
Provision for income taxes	(1,100		)	(1,500		)
Income from discontinued operations, net of tax	$	1,961		$	2,615

The following are the assets and liabilities of the discontinued operations as of June 30, 2010:

	June 30,
(in thousands)	2010
Accounts receivable, net	$	9,917
Inventories, net	13,154
Prepaid expenses and other current assets	879
Total current assets of discontinued operations	$	23,950
Property and equipment	37,350
Other intangible assets	27,371
Total long-term assets of discontinued operations	$	64,721
Accounts payable	10,231
Accrued salaries and wages	1,707
Accrued income and other taxes	1,583
Total current liabilities of discontinued operations	$	13,521

Note 5 — Subsequent Event

As discussed in Note 3, “Acquisitions,” we were obligated to divest a portion of the acquired Alcan Packaging Food Americas business in the United States in order to comply with regulatory requirements for approval of the transaction.  The Company completed the sale of this portion of the business to Exopack Holding Corp., an affiliate of private investment firm Sun Capital Partners, Inc. on July 13, 2010 for approximately $82.0 million.

Note 6 — 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 June 30, 2010 and December 31, 2009, the carrying value of these financial instruments, excluding

7

long-term debt, approximates fair value because of the short-term maturities of these instruments.  As of June 30, 2010, the fair value measurements of the Company’s long-term debt, including current maturities, primarily represent exchange-traded securities which are valued at quoted prices (unadjusted) in active markets for identical assets that we have the ability to access as of the reporting date.  Prior to that, the Company used discounted cash flow analyses to estimate fair value based on the incremental borrowing rates available to the Company for similar debt with similar terms and maturity.

The carrying values and estimated fair values of long-term debt, including current maturities, at June 30, 2010 and December 31, 2009 follow:

	June 30, 2010		December 31, 2009
	Carrying	Fair	Carrying	Fair
(in thousands)	Value	Value	Value	Value
Total long-term debt	1,463,413	1,579,024	1,250,041	1,303,771

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

	Significant Other Observable Inputs (Level 2)
(in thousands)	June 30, 2010			December 31, 2009
Currency swaps — net asset (liability) position	$	(314	)	$	(2,693	)
Forward exchange contracts — net asset (liability) position	$	321		$	29

Note 7 — Derivative Instruments

The Company enters into derivative transactions to manage exposures arising in the normal course of business.  The Company recognizes all derivative instruments on the balance sheet at fair value.  Derivatives that are not hedges are adjusted to fair value through income.  If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in stockholders’ 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 certain currency swap contracts that are not hedges to manage changes in the fair value of U.S. dollar denominated debt held in Brazil.  The contracts effectively convert a portion of that debt to the functional currency of its Brazilian operation.  These currency swap contracts generally have maturities that match the maturities of the underlying debt.  The Company has not designated these derivative instruments as hedging instruments.  There were no outstanding currency swap contracts of this nature at June 30, 2010.  At December 31, 2009, the Company had outstanding currency swap contracts with notional amounts aggregating $18.4 million.  The fair value related to active swap contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other costs (income), net, which offsets the related transaction gains or losses.

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 our European operations, the U.S. dollar for our Brazilian operations, and the U.S. and Australian dollars for our New Zealand operations.  The Company has not designated these derivative instruments as hedging instruments.  At June 30, 2010 and December 31, 2009, the Company had outstanding forward exchange contracts with notional amounts aggregating $20.7 million and $18.3 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 costs (income), net, which offsets the related transaction gains or losses.

In addition, a Brazilian subsidiary of the Company entered into short-term currency swap contracts to manage the foreign exchange exposure on the financing provided by the Company to the subsidiary for the acquisition of a portion of the Food Americas operations of Alcan Packaging in March 2010.  These derivative instruments have been designated as hedging instruments.  The effective portion of the gain or loss on these derivatives was recorded as a component of other comprehensive income and offsets the related gain on the financing.  Amounts recorded in comprehensive income related to these derivatives for the three and six months ended June 30, 2010 were a gain of approximately $1.0 million and a loss of approximately $0.3 million, respectively.  At June 30, 2010, the notional amount related to this currency swap contract was $94.0 million.

The Company is exposed to credit loss in the event of non-performance by counterparties in currency swap and forward exchange 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.

8

The fair values and balance sheet presentation of derivative instruments not designated as hedging instruments (unless otherwise noted) at June 30, 2010 and December 31, 2009 are presented in the table below:

		Fair Value		Fair Value
		As of		As of
(in thousands)	Balance Sheet Location	June 30, 2010		December 31, 2009
Asset Derivatives
Currency swaps	Accounts receivable	$		$	7,122
Forward exchange contracts	Accounts receivable	330		33
Total asset derivatives		$	330	$	7,155
Liability Derivatives
Currency swaps	Accounts payable	$		$	9,815
Forward exchange contracts	Accounts payable	9		4
		9		9,819
Currency swaps — hedge instrument	Accounts payable	314
Total liability derivatives		$	323	$	9,819

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

	Location of Gain (Loss)	Amount of Gain (Loss) Recognized in Income on Derivatives
	Recognized in Income	Three Months Ended June 30						Six Months Ended June 30
(in thousands)	on Derivatives	2010			2009			2010		2009
Currency swap contracts	Other costs (income), net	$	(146	)	$	(4,644	)	$	640	$	(4,885	)
Forward exchange contracts	Other costs (income), net	165			1,718			38		2,096
Total		$	19		$	(2,926	)	$	678	$	(2,789	)

Note 8 — Inventories

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

	June 30,			December 31,
(in thousands)	2010			2009
Raw materials and supplies	$	209,554		$	139,821
Work in process and finished goods	444,650			280,975
Total inventories, gross	654,204			420,796
Less inventory reserves	(36,408		)	(21,729		)
Total inventories, net	$	617,796		$	399,067

Note 9 — Goodwill and Other Intangible Assets

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

	Flexible Packaging			Pressure Sensitive
(in thousands)	Segment			Materials Segment		Total
Reported balance at December 31, 2009	$	594,298		$	52,554	$	646,852
Acquisitions	336,853					336,853
Currency translation	(9,047		)	58		(8,989		)
Reported balance at June 30, 2010	$	922,104		$	52,612	$	974,716

The components of amortized intangible assets follow:

	June 30, 2010					December 31, 2009
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
(in thousands)	Amount		Amortization			Amount		Amortization
Intangible Assets
Contract based	$	18,751	$	(15,222	)	$	15,447	$	(11,368	)
Technology based	91,081		(26,044		)	51,694		(24,389		)
Marketing related	24,928		(11,641		)	25,962		(11,470		)
Customer based	157,067		(34,828		)	72,451		(33,028		)
Reported balance	$	291,827	$	(87,735	)	$	165,554	$	(80,255	)

Amortization expense for intangible assets during the first six months of 2010 was $9.4 million.  Estimated amortization expense for the remainder of 2010 is $9.4 million; $16.3 million for 2011; $14.9 million for 2012; $13.9 million for 2013; $13.9 million for 2014 and $13.9 million for 2015.  The Company does not have any accumulated impairment losses.

9

Note 10 — 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 assumptions disclosed in the Company’s 2009 Annual Report on Form 10-K are expected to continue unchanged throughout 2010.

	Three Months Ended June 30,												Six Months Ended June 30,
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
(in thousands)	2010			2009			2010			2009			2010			2009			2010			2009
Service cost — benefits earned during the period	$	3,348		$	3,236		$	4,457		$	1,603		$	6,596		$	6,339		$	8,391		$	3,485
Interest cost on projected benefit obligation	8,651			8,559			137			153			17,476			16,939			275			305
Expected return on plan assets	(9,986		)	(10,299		)							(20,108		)	(20,443		)
Amortization of unrecognized transition obligation	56			67									118			125
Amortization of prior service cost	658			593			(138		)	(114		)	1,306			1,184			(276		)	(228		)
Recognized actuarial net (gain) or loss	4,055			2,649			(113		)	(131		)	8,110			5,297			(225		)	(262		)
Settlement loss	31												31
Net periodic benefit (income) cost	$	6,813		$	4,805		$	4,343		$	1,511		$	13,529		$	9,441		$	8,165		$	3,300

Note 11 — Stock Incentive Plans

The Company’s 2001, and 2007 (adopted in 2006) Stock Incentive Plans provide for the issuance of an aggregate of up to 11,000,000 shares of common stock to certain employees.  Each plan expires 10 years after its inception, at which point no further stock options or performance units (commonly referred to as stock awards) may be granted.  As of June 30, 2010 and December 31, 2009, 4,542,893 and 5,674,004, shares were available for future grants under these plans, respectively.  Shares forfeited by an employee become available for future grants.

Stock options have not been granted since 2003, and all stock options outstanding at June 30, 2010 are fully vested.  The fair value of each stock option was estimated on the date of grant using the Black-Scholes model.  Stock options were granted at prices equal to fair market value on the date of the grant and were exercisable, upon vesting, over varying periods up to ten years from the date of grant.  Stock options for directors vested immediately, while options for Company employees generally vested over three years (one-third per year).  Details of the exercisable stock options are presented in the table below:

	Aggregate				Per Share	Weighted-Average
	Intrinsic		Number of		Option Price	Exercise Price
	Value		Options		Range	Per Option
Exercisable at December 31, 2009	$	6,860,000	826,182		$16.78 - $26.95	$	21.35
Exercised			(269,268	)	$18.81 - $24.82	$	20.35
Exercisable at June 30, 2010	$	2,879,000	556,914		$16.78 - $26.95	$	21.83

The following table summarizes information about outstanding and exercisable stock options at June 30, 2010:

	Options Outstanding and Exercisable
	Number	Weighted-Average
Range of	Outstanding	Remaining	Weighted-Average
Exercise Prices	at 6/30/10	Contractual Life	Exercise Price
$16.78	201,712	0.5 years	$	16.78
$22.04 - $26.95	355,202	2.1 years	$	24.70
	556,914	1.5 years	$	21.83

Distribution of stock awards 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 stock award grant.  Stock awards for directors vest immediately.  All other stock awards granted under the plans are subject to restrictions as to continuous employment, except in the case of death, permanent disability, or retirement.  Approximately 18 percent of the stock awards granted in 2010 and 50 percent of stock awards granted in 2009 are also subject to the degree to which specified total shareholder return conditions are satisfied.  In addition, cash payments are made during the vesting period on the outstanding stock awards granted prior to January 1, 2010, equal to the dividend on the Company’s common stock.  Cash payments equal to dividends on awards made on or after January 1, 2010, will be distributed at the same time as the shares of common stock to which they relate.  The cost of the award is based on the fair market value of the stock on the date of grant and is charged to income over the requisite service period.

Total compensation expense related to stock incentive plans was $9,257,000 and $9,574,000 as of June 30, 2010 and 2009, respectively.

10

As of June 30, 2010, the unrecorded compensation cost for stock awards was $52,647,000 and will be recognized over the remaining vesting period for each grant which ranges between December 31, 2010 and December 31, 2015.  The remaining weighted-average life of all stock awards outstanding as of June 30, 2010, was 3.2 years.  These awards are considered equity-based awards and are therefore classified as a component of additional paid-in capital.

The following table summarizes all stock awards unit activity from December 31, 2009 to June 30, 2010:

	Aggregate		Number of
	Intrinsic Value		Stock Awards
Outstanding units at December 31, 2009			3,303,137
Restricted stock units granted			1,326,384
Restricted stock units vested			(1,266,311	)
Restricted stock units canceled			(195,273	)
Outstanding units at June 30, 2010	$	85,534,000	3,167,937

Note 12 — Total Comprehensive Income (Loss)

The components of total other comprehensive income are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2010		2009		2010		2009
Comprehensive income attributable to Bemis Company, Inc.	$	34,017	$	154,655	$	43,135	$	181,337
Comprehensive income attributable to Noncontrolling interest	1,488		6,442		2,579		7,238
Total comprehensive income	$	35,505	$	161,097	$	45,714	$	188,575

Note 13 — Noncontrolling Interests

On March 15, 2010, the Company acquired an additional 38.6 percent of the outstanding equity in American Plast S.A. for a total consideration of $13.6 million.  On January 4, 2010, the Company acquired the remaining 10 percent noncontrolling interest in Insit Embalagens Ltda. for $2.3 million.  In accordance with current accounting guidance, the differences between the total consideration amounts paid and the noncontrolling interest adjustments were recorded as adjustments to capital in excess of par value. The following table summarizes the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity:

	Six Months Ended
(in thousands)	June 30, 2010
Net income attributable to Bemis Company, Inc.	$	90,422
Transfers to noncontrolling interests:
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of American Plast S.A. common shares	(6,016		)
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of Insit Embalagens Ltda. common shares	(1,991		)
Net transfers to noncontrolling interests	(8,007		)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests	$	82,415

Note 14 — Earnings Per Share Computations

On January 1, 2009, the Company adopted the authoritative accounting guidance issued by the FASB 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).  Participating securities under this statement include a portion of our 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 June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2010			2009			2010			2009
Numerator
Net income attributable to Bemis Company, Inc.	$	59,639		$	48,521		$	90,422		$	85,231
Income allocated to participating securities	(1,071		)	(1,568		)	(1,672		)	(2,750		)
Net income available to common shareholders (1)	$	58,568		$	46,953		$	88,750		$	82,481
Denominator
Weighted average common shares outstanding — basic	109,103			99,909			109,049			99,888
Dilutive shares	104			147			119			128
Weighted average common and common equivalent shares outstanding — diluted	109,207			100,056			109,168			100,016

11

		Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)		2010		2009		2010		2009
Per common share income
	Basic	$	0.54	$	0.47	$	0.81	$	0.83
	Diluted	$	0.54	$	0.47	$	0.81	$	0.82

(1)	Basic weighted average common shares outstanding	109,103		99,909		109,049		99,888
	Basic weighted average common shares outstanding and participating securities	111,098		103,246		111,104		103,218
	Percentage allocated to common shareholders	98.2	%	96.8	%	98.2	%	96.8	%

Certain stock options and stock awards outstanding were not included in the computation of diluted earnings per share above because they would not have had a dilutive effect.  Such stock options and stock awards represented an aggregate of 1,235,402 shares at June 30, 2010 and 410,720 shares at June 30, 2009.

Note 15 — 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.

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 laws in proceedings associated with seventeen 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 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.

Alcan Packaging Acquisition

In order to obtain regulatory approval for our acquisition of the Food Americas operations of Alcan Packaging in the United States, we entered into a Consent Decree with the United States Department of Justice on February 25, 2010.  Under the terms of the Consent Decree, we were obligated to divest certain Alcan Packaging Food Americas packaging assets in the United States within a specified time period after the closing date.  The Consent Decree received final approval from the U.S. District Court for the District of Columbia on July 13, 2010.  We finalized the sale of the packaging assets to Exopack Holding Corp. on July 13, 2010 for cash proceeds of approximately $82 million.

São Paulo Tax Dispute

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 $60.9 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the June 30, 2010 exchange rate.  Dixie Toga challenged the assessments and ultimately litigated the issue in two annulment actions filed on November 24, 1998 and August 16, 1999 in the Lower Tax Court in the city of São Paulo.  A decision by the Lower Tax Court in the city of São Paulo in 2002 cancelled all of the assessments for the years 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga had each appealed parts of the lower court decision.  On February 8, 2010, the São Paulo Court of Justice issued a Decision in favor of Dixie Toga.  This Decision is appealable by the City of São Paulo.  In the event of a successful appeal by the City and an adverse resolution, the estimated amount for these years could be substantially increased for additional interest, monetary adjustments and costs from the date of acquisition.

The City has also asserted the applicability of the city services tax for the subsequent years 1996-2001 and has issued assessments for those years for Dixie Toga and for Itap Bemis Ltda., a Dixie Toga subsidiary.  The assessments for those years were upheld at the administrative level and are being challenged by the companies.  The assessments at the date of acquisition for these years for tax and penalties (exclusive of interest and monetary adjustments) are estimated to be approximately $9.2 million for Itap Bemis and $29.6 million for Dixie Toga, translated to U.S. dollars at the June 30, 2010 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $41.7 million for Itap Bemis and $120.4 million for Dixie Toga for interest, monetary adjustments and costs.

12

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

Recently, the City has also asserted the applicability of the city services tax for the subsequent years 2004-2009.  The assessments issued by the City for these years have been received and are being challenged by the Company at the administrative level.  The assessments for tax, penalties, and interest are estimated to be approximately $28.6 million, translated to U.S. dollars at the June 30, 2010 exchange rate.

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

Brazil Investigation

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

Labelstock Class Actions

The Company and its subsidiary, Morgan Adhesives Company, were 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 purported to represent a nationwide class of labelstock purchasers, and each alleged a conspiracy to fix prices within the self-adhesive labelstock industry.  The first of these lawsuits was filed in the Middle District of Pennsylvania on May 27, 2003.  In these lawsuits, the plaintiffs sought 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 June 24, 2008, the Court in the consolidated federal class actions issued a decision dismissing the Company from those actions.  On January 27, 2009, the defendants filed a motion to decertify the class based on new case law in the Third Circuit.  On May 26, 2009, the Company and Morgan Adhesives Company entered into a settlement with the plaintiff class, pursuant to which the Company agreed to pay $1.25 million in return for a full and complete release of all claims in the federal class actions.  The Company agreed to pay this settlement amount to avoid the expense of further litigation.  On June 10, 2009, Judge Vanaskie granted preliminary approval of the settlement.  On September 17, 2009, Judge Vanaskie granted final approval of the settlement, and dismissed the class action against Morgan Adhesives with prejudice.

The Company and Morgan Adhesives Company have also been named in three lawsuits filed in the California Superior Court in San Francisco. These three lawsuits, which have been consolidated, sought 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.  The Company entered into a settlement agreement on July 1, 2010 for the California lawsuit for $110,000.  The California Superior Court granted preliminary approval to the settlement on July 23, 2010, and the final approval hearing is scheduled for December 8, 2010.

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 November 20, 2009, the Company and Morgan Adhesives Company entered into a settlement with the plaintiffs in the class actions filed in Nebraska, Kansas, Tennessee, and Vermont, pursuant to which the Company agreed to pay $90,000 in return for a full and complete release of all claims in those class actions.  The Company agreed to pay this settlement amount to avoid the expense of further litigation.  On November 24, 2009, the Circuit Court for Cocke County, Tennessee at Newport granted preliminary approval to the settlement of the class actions filed in Nebraska, Kansas, Tennessee, and Vermont.  On March 12, 2010, the Court granted final approval of the settlement.

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.

13

Note 16 — 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.  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, income taxes, and noncontrolling interests.  While there are similarities in selected technology and manufacturing processes utilized between the Company’s business segments, notable differences exist in products, application and distribution of products, and customer base.

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
Business Segments (in millions)	2010			2009			2010			2009
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	1,127.4		$	734.1		$	2,009.0		$	1,449.9
Pressure Sensitive Materials	144.9			134.4			287.1			263.4
Intersegment Sales:
Flexible Packaging	(0.4		)	(0.6		)	(0.6		)	(1.2		)
Pressure Sensitive Materials	(1.7		)	(1.5		)	(3.6		)	(2.3		)
Total Net Sales	$	1,270.2		$	866.4		$	2,291.9		$	1,709.8
Operating Profit and Pretax Profit:
Flexible Packaging	$	125.6		$	102.3		$	219.5		$	193.7
Pressure Sensitive Materials	11.7			2.9			18.3			1.0
Total operating profit (1)	137.3			105.2			237.8			194.7
General corporate expenses	(25.7		)	(20.8		)	(58.3		)	(45.7		)
Interest expense	(18.5		)	(5.9		)	(36.7		)	(11.9		)
Income before income taxes	$	93.1		$	78.5		$	142.8		$	137.1

	June 30,		December 31,
Business Segments (in millions)	2010		2009
Total Assets:
Flexible Packaging	$	3,755.6	$	2,483.3
Pressure Sensitive Materials	308.6		303.0
Total identifiable assets (2)	4,064.2		2,786.3
Corporate assets (3)	262.4		1,142.4
Total	$	4,326.6	$	3,928.7

(1)Operating profit is defined as profit from continuing operations before general corporate expense, interest expense, income taxes, and noncontrolling interests.

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

(3)Corporate assets are principally cash and cash equivalents, prepaid expenses, prepaid income taxes, prepaid pension benefit costs, corporate tangible and intangible property, and current and long-term assets of discontinued operations.

14

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 9, 2010	By	/s/ Henry J. Theisen
		Henry J. Theisen, President and
		Chief Executive Officer

1

EX-31.2

EXHIBIT 31.2

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

I, Scott B. Ullem, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date	August 9, 2010	By	/s/ Scott B. Ullem
		Scott B. Ullem, Vice President and
		Chief Financial Officer

1

EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS OF CEO AND CFO

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that the quarterly report on Form 10-Q of Bemis Company, Inc. for the quarter ended June 30, 2010 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bemis Company, Inc.

/s/ Henry J. Theisen	/s/ Scott B. Ullem
Henry J. Theisen, President and	Scott B. Ullem, Vice President and
Chief Executive Officer	Chief Financial Officer
August 9, 2010	August 9, 2010

1