10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 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 x    NO o

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of November 2, 2010, the registrant had 108,192,704 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 September 30, 2010.

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

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

Nine-month review of results	Three months ended September 30,									Nine months ended September 30,
(dollars in millions)	2010					2009				2010				2009
Net sales	$	1,294.3		100.0	%	$	898.9	100.0	%	$	3,586.3	100.0	%	$	2,608.7	100.0	%
Cost of products sold	1,052.1			81.3		718.8		80.0		2,927.9		81.6		2,086.2		80.0
Gross profit	242.2			18.7		180.1		20.0		658.4		18.4		522.5		20.0
Selling, general, and administrative expenses	114.0			8.8		95.8		10.6		333.8		9.3		273.3		10.5
Other (income) expense, net	28.8			2.2		24.4		2.7		82.4		2.3		52.1		2.0
Income from continuing operations before income taxes	99.4			7.7		59.9		6.7		242.2		6.8		197.1		7.5
Provision for income taxes	35.8			2.8		21.5		2.4		87.2		2.4		71.6		2.7
Income from continuing operations	63.6			4.9		38.4		4.3		155.0		4.4		125.5		4.8
Income from discontinued operations, net of tax	(0.8		)	(0.1	)					1.8		0.1
Net income	62.8			4.8		38.4		4.3		156.8		4.3		125.5		4.8
Less: net income attributable to noncontrolling interests	1.4			0.1		2.6		0.3		5.0		0.1		4.4		0.2
Net income attributable to Bemis Company, Inc.	$	61.4		4.7	%	$	35.8	4.0	%	$	151.8	4.2	%	$	121.1	4.6	%
Effective income tax rate				36.0	%			35.9	%			36.0	%			36.3	%

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 third 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.  The primary raw materials for our business segments are polymer resins, films, paper, ink, adhesives, aluminum, and chemicals.  During 2010, the cost of these raw materials has generally increased.  This compares to an environment of decreasing raw material costs during 2009.  In addition, during the third quarter of 2010, our industry began to experience a shortage of one of our raw materials, oriented polyester film.  At this time, we have been able to secure sufficient supply to meet our production needs; however the shortage has further increased raw material costs.

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 sold on July 13, 2010 to Exopack Holding Corp., an affiliate of private investment firm Sun Capital Partners, Inc.  The transaction was completed for a cash purchase price, net of selling costs, of $75.2 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 have been classified as discontinued operations since the Food Americas acquisition.

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Results of Operations — Three Months Ended September 30, 2010

Consolidated Overview

(in millions, except per share amounts)	2010			2009
Net sales	$	1,294.3		$	898.9
Net income attributable to Bemis Company, Inc.	61.4			35.8
Diluted earnings per share
from continuing operations	0.56			0.33
from discontinued operations	(0.01		)
Bemis Company, Inc.	0.55			0.33

Net sales for the third quarter ended September 30, 2010, were $1.29 billion compared to $898.9 million in the third quarter of 2009, an increase of 44 percent.  We estimate that acquisitions increased net sales by approximately 36 percent during the quarter.  The effect of currency translation on net sales was not significant.  The remaining 8 percent increase in net sales primarily reflects higher prices and improved unit sales volume from existing and acquired operations.

Net income for the third quarter of 2010 reflects the positive impact of the acquisition of Food Americas on March 1, 2010.  Diluted earnings per share from continuing operations for the third quarter of 2010 included a $0.01 charge for acquisition-related costs including legal, severance costs for workforce reductions, and equipment relocation costs.  We reported a net loss of $0.01 per share from discontinued operations for the third quarter of 2010.  Diluted earnings per share for the third quarter of 2009 included a $0.09 per share charge for acquisition-related legal, accounting and other professional fees.  In addition, prior year third quarter diluted earnings per share were reduced by a total of $0.08 related to the impact of the July 2009 issuance of public bonds and common stock.  Results for the third quarter of 2009 also included a $0.02 per share gain on the sale of property in Brazil.

Flexible Packaging Business Segment

(dollars in millions)	2010			2009
Net sales	$	1,152.3		$	764.1
Operating profit (See Note 15 to the Consolidated Financial Statements)	135.8			106.0
Operating profit as a percentage of net sales	11.8		%	13.9		%

Net sales for our flexible packaging business segment increased 50.8 percent in the third quarter of 2010.  Currency effects increased net sales by 0.8 percent during the third quarter, and acquisitions completed during the last 12 months increased net sales by an estimated 42 percent.  The remaining 8.0 percent growth in net sales from existing and acquired operations reflects higher prices and improved unit sales volume from existing and acquired operations.

Operating profit for the third quarter of 2010 included a charge of $0.5 million for acquisition-related costs associated with severance for workforce reduction and equipment relocation.  Operating margins as a percentage of net sales in the third quarter of 2010 reflect generally lower operating margins in the newly acquired Food Americas operations.  In addition, operating margins include the negative impact of higher material costs in 2010 and lower profits in our European operations compared to record operating performance in that region during 2009.

Pressure Sensitive Materials Business Segment

(dollars in millions)	2010			2009
Net sales	$	142.0		$	134.8
Operating profit (See Note 15 to the Consolidated Financial Statements)	7.6			5.4
Operating profit as a percentage of net sales	5.4		%	4.0		%

Third quarter 2010 net sales for the pressure sensitive materials business segment increased 5.3 percent from the third quarter of 2009.  Currency effects decreased net sales by 4.4 percent.  Healthy unit volume growth primarily in the North American operations supported sales growth during the third quarter of 2010.

Operating profit as a percentage of net sales increased to 5.4 percent for the third quarter of 2010 from 4.0 percent for the third quarter of 2009 reflecting higher sales volumes across all product lines.

Consolidated Gross Profit

(dollars in millions)	2010			2009
Gross profit	$	242.3		$	180.1
Gross profit as a percentage of net sales	18.7		%	20.0		%

Gross profit as a percentage of net sales was reduced from the same period of 2009 reflecting increased raw material costs in 2010 and the impact of the acquisition of the Food Americas business, which currently operates with generally lower margins than the average total margins of the rest of our business.

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Consolidated Selling, General and Administrative Expenses

(dollars in millions)	2010			2009
Selling, general and administrative expenses (SG&A)	$	114.0		$	95.8
SG&A as a percentage of net sales	8.8		%	10.6		%

Selling, general, and administrative expenses increased from the third quarter of 2009 reflecting the impact of the Food Americas acquisition on March 1, 2010.  As a percentage of net sales, the lower rate of expenses in the third quarter of 2010 reflects the impact of lower levels of transaction-related costs incurred.  In addition, the lower rate of expenses reflects higher net sales levels in 2010 driven primarily by the increases in certain raw material costs that triggered generally higher selling prices.

Other (Income) Expense, net

(dollars in millions)	2010			2009
Research and development (R&D)	$	10.5		$	5.8
R&D as a percentage of net sales	0.8		%	0.6		%
Interest expense	$	18.3		$	13.4
Effective interest rate	5.1		%	5.6		%
Other operating (income) expense, net	$	(1.5	)	$	10.0
Other non-operating (income) expense, net	$	1.5		$	(4.9	)
Income taxes	$	35.8		$	21.5
Effective tax rate	36.0		%	35.9		%

Research and Development

The increase in research and development expenses in the third quarter of 2010 compared to the same period of 2009 reflects the impact of increased spending associated with the Food Americas acquisition completed on March 1, 2010.

Interest Expense

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

Other Operating (Income) Expense, Net

For the third quarter of 2010, other operating income, net, included $3.5 million of fiscal incentive income, a decrease of $1.1 million compared to the third quarter of 2009.  Fiscal incentives are associated with certain Brazilian operations and are included in flexible packaging segment operating profit.  In 2010, other operating income also included $1.2 million of transaction costs primarily associated with the acquisition of the Food Americas business.  Food Americas related transaction costs totaled $16.0 million for the same period of 2009.

Other Non-operating (Income) Expense, Net

Other non-operating expense, net, included foreign currency hedging costs of $2.0 million in the third quarter of 2010, partially offset by interest income.  Other non-operating income during the third quarter of 2009 includes interest income on cash proceeds received from prefunded acquisition financing in July of 2009 in addition to a gain on the sale of property.

Income Taxes

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.

Results of Operations — Nine Months Ended September 30, 2010

Consolidated Overview

(in millions, except per share amounts)	2010		2009
Net sales	$	3,586.3	$	2,608.7
Net income attributable to Bemis Company, Inc.	151.8		121.1
Diluted earnings per share
from continuing operations	1.35		1.15
from discontinued operations	0.02
Bemis Company, Inc.	1.37		1.15

Net sales for the nine months ended September 30, 2010 increased 37.5 percent compared to net sales for the first nine months of 2009.  Compared to the same period of 2009, currency effects increased net sales by 2.5 percent in the first nine months of 2010 and we estimate that acquisitions increased net sales by approximately 30 percent.  The remaining 5.0 percent increase in net sales from existing and acquired operations primarily reflects higher sales volume compared to the same period in 2009.

Results for the first nine months of 2010 reflect improved performance in the Pressure Sensitive Materials business segment compared to 2009, in addition to the accretive acquisition of the Food Americas business on March 1, 2010.  Diluted earnings per share for the

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first nine months of 2010 include $0.09 of charges associated with purchase accounting adjustments for inventory and order backlog, $0.09 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 nine months of 2009 were negatively impacted by charges primarily associated with acquisition-related costs totaling $0.18 per share, in addition to $0.02 per share of severance charges incurred earlier in the year.  Results during 2009 also include $0.08 per share of financing costs and dilution associated with the July 2009 issuance of public bonds and issuance of common stock, respectively, to prefund the Food Americas acquisition.  These charges were partially offset by a $0.02 per share gain on sale of property in Brazil.

Flexible Packaging Business Segment

(dollars in millions)	2010			2009
Net sales	$	3,160.6		$	2,212.8
Operating profit (See Note 15 to the Consolidated Financial Statements)	354.3			299.7
Operating profit as a percentage of net sales	11.2		%	13.5		%

Net sales for the flexible packaging business segment for the first nine months of 2010 increased 42.8 percent compared to the same period of 2009.  Currency effects increased net sales by 3.2 percent in the first nine months of 2010 compared to the same period of 2009.  We estimate that acquisitions increased net sales by approximately 35 percent compared to the first nine months of 2009.  The remaining 5 percent growth in net sales primarily reflects higher unit sales volume from existing and acquired operations during the period.

Operating profit from the flexible packaging business segment increased 18.2 percent during the first nine 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 $4.5 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 in 2010 reflects the negative impact of higher raw material costs in 2010 compared to the first nine months of 2009 and the generally lower operating margins of the Food Americas operations acquired in 2010 compared to the average total operating margins of the rest of our business.

Pressure Sensitive Materials Business Segment

(dollars in millions)	2010			2009
Net sales	$	425.7		$	395.9
Operating profit (See Note 15 to the Consolidated Financial Statements)	25.9			6.5
Operating profit as a percentage of net sales	6.1		%	1.6		%

Net sales for the pressure sensitive materials business segment increased 7.5 percent to $425.7 million during the first nine months of 2010 compared to the same period of 2009.  Currency effects decreased net sales by 1.2 percent in the first nine months of 2010.  Excluding the effects of currency, the increase in net sales reflects increased sales volume in all product lines and across geographic regions.

Operating profit from the pressure sensitive materials business improved substantially in the first nine months of 2010 compared to the same period of 2009, driven by stronger unit volumes, improved sales mix, and associated operating efficiencies in 2010.  Operating profit for the nine months ended 2009 included $2.6 million of severance costs for reductions in workforce.

Consolidated Gross Profit

(dollars in millions)	2010			2009
Gross profit	$	658.4		$	522.5
Gross profit as a percentage of net sales	18.4		%	20.0		%

Gross profit for the first nine months of 2010 included a charge of $15.4 million related to purchase accounting charges for inventory and order backlog.  The decrease in gross profit compared to the prior year period primarily reflects the impact of the acquisition of the Food Americas business, which currently operates with generally lower margins.  Increased raw material costs during 2010 also negatively impacted gross profit margins compared to gross profit margins in 2009.

Consolidated Selling, General and Administrative Expenses

(dollars in millions)	2010			2009
Selling, general and administrative expenses (SG&A)	$	333.8		$	273.3
SG&A as a percentage of net sales	9.3		%	10.5		%

Selling, general, and administrative expenses increased 22.1 percent for the nine months ended September 30, 2010, reflecting the impact of the March 1, 2010 Food Americas acquisition.  As a percentage of sales, this category of expenses decreased in the first nine months of 2010, reflecting lower transaction-related costs and higher net sales levels in 2010.  Higher net sales were driven primarily by increased raw material costs, which triggered higher selling prices.

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Other (Income) Expense, net

(dollars in millions)	2010			2009
Research and development (R&D)	$	24.8		$	18.4
R&D as a percentage of net sales	0.7		%	0.7		%
Interest expense	$	55.0		$	25.3
Effective interest rate	5.6		%	3.4		%
Other operating (income) expense, net	$	3.3		$	14.9
Other non-operating (income) expense, net	$	(0.7	)	$	(6.4	)
Income taxes	$	87.2		$	71.6
Effective tax rate	36.0		%	36.3		%

Research and Development

The increase in research and development expenses in 2010 compared to the same period of 2009 reflects the impact of increased spending associated with the Food Americas acquisition completed on March 1, 2010.

Interest Expense

Interest expense increased by 29.7 million for the first nine months of 2010, reflecting the additional interest cost of the July 2009 bond financing for the March 1, 2010 Food Americas acquisition.

Other Operating (Income) Expense, Net

Other operating expense included $15.1 million of transaction-related costs in the nine months ended 2010 compared to $29.7 million of such 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, net, primarily included interest income in 2010.  The balance in 2009 reflects the gain on the sale of property in Brazil of $3.6 million and interest income.

Income Taxes

The difference between our overall tax rate and the U.S. statutory tax rate of 35 percent in each period principally relates to state and local income taxes net of federal income tax benefits.  We expect the effective tax rate for total year 2010 to be 36.0 percent.

Liquidity and Capital Resources

Net Debt to Total Capitalization

Net debt to total capitalization (which includes total debt net of cash balances plus equity) was 40.2 percent at September 30, 2010, compared to 39.2 percent at December 31, 2009.  The December 31, 2009 calculation of net debt to total capitalization excluded $1.0 billion of cash on hand related to the acquisition financing proceeds received in advance of the March 1, 2010 closing of the Food Americas acquisition.  During the nine months ended September 30, 2010, total debt increased by $119.8 million reflecting the increase in commercial paper necessary to complete the March 1, 2010 acquisition of Food Americas, partially offset by cash payments to reduce debt outstanding.  In addition to the commercial paper issued at closing, the $1.2 billion cash price paid to complete the acquisition of Food Americas 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 $249.0 million for the first nine months of 2010, a 37 percent decrease compared to the same period of 2009.  Working capital increased by $83.6 million during 2010 reflecting the impact of raw material cost increases and higher sales volumes in the period, in addition to acquisition transition and system integration activities.  Working capital was a significant source of cash during the first nine months of 2009 primarily reflecting the impact of a declining raw material cost environment.

On July 13, 2010, we completed the sale of our discontinued operations for a cash price, net of selling costs, totaling $75.2 million.

As of September 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 September 30, 2010, there was $261.5 million of debt outstanding supported by these credit facilities, leaving $363.5 million of available credit.  Cash flows from operating activities are expected to provide sufficient liquidity to meet future cash obligations.

Uses of Liquidity

During the third quarter of 2010, proceeds from the disposition of discontinued operations and cash provided by operations were used to complete $25.4 million of capital expenditures, pay $25.5 million of common stock dividends, repurchase one million shares of Bemis common stock for $29.2 million, and reduce debt outstanding by $96.4 million.

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On May 14, 2010, we announced that our wholly owned Brazilian subsidiary had initiated the tender offer process for all of the outstanding publicly owned shares of our majority owned subsidiary, Dixie Toga S.A.  Shares of Dixie Toga S.A. are traded on the São Paulo Stock Exchange (“BM&F Bovespa S.A.”).  The total cost of the shares to be acquired in the tender offer, assuming all outstanding shares are tendered, is expected to range between $55 million and $60 million, based upon recent currency exchange rates.  The tender offer is subject to Brazilian regulatory procedures and there is no assurance that the tender offer will be completed successfully.

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; 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.

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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.

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 nine month period ended September 30, 2010.  For additional information, refer to Note 6 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.  We are in the process of implementing a new enterprise resource planning (ERP) system which is being completed in phases.  For the most recent phase, which was completed during the third quarter of 2010, one of the Company’s United States operations implemented the new ERP system which resulted in some changes in internal controls.  There were no other changes in the Company’s

8

internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The material set forth in Note 14 of the Notes to Consolidated Financial Statements is incorporated herein by reference.

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.

Multiemployer Pension Plans

We participate in various “multiemployer” pension plans administered by labor unions representing some of our employees.  We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants.  Our required contributions to these funds could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these funds, inability or failure of withdrawing companies to pay their withdrawal liability, lower than expected returns on pension fund assets or other funding deficiencies.  In the event that we withdraw from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our consolidated balance sheet.  Our withdrawal liability for any multiemployer plan would depend on the extent of the plan’s funding of vested benefits.  In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we may decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability.  Some multiemployer plans, including one in which we participate, are reported to have significant underfunded liabilities.  Such underfunding could increase the size of our potential withdrawal liability.

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

9

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 September 30, 2010, our variable rate borrowings approximated $253.5 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 $2.5 million on the $253.5 million of variable rate borrowings outstanding as of September 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 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

	(a)	(b)		(c)	(d)
	Total Number	Average		Total Number of Shares Purchased	Maximum Number of Shares
	of Shares	Price Paid		as Part of Publicly Announced	That May Yet Be Purchased
Period	Purchased	per Share		Plans or Programs	Under the Plans or Programs
August 1-31, 2010	1,000,000	$	29.23	1,000,000
Total		$	29.23	1,000,000	3,074,886

During the month of August, the Company repurchased one million shares of Bemis common stock in the open market at an average purchase price of $29.23 per share.  As of September 30, 2010, under authority granted by the Board of Directors, the Company had authorization to repurchase an additional 3,074,886 shares of its common stock.  On November 4, 2010, the Board of Directors replaced that share repurchase authorization with a new authorization for the repurchase of a total of ten million shares.

ITEM 6.  EXHIBITS

The Exhibit Index is incorporated herein by reference.

10

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

11

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.

The following exhibits are filed as part of this Quarterly Report on Form 10-Q.  The exhibit numbers followed by an asterisk (*) indicate exhibits electronically filed herewith.  All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference.

Exhibit		Description
	2(a)	Asset Purchase Agreement between Exopack Holding Corp. and Bemis Company, Inc., 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), (incorporated by reference to the Registrant’s Form 8-K filed July 19, 2010, File No. 1-5277).
	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), (incorporated by reference to the Registrant’s Form 8-K filed March 1, 2010, File No. 1-5277).
	3(a)	Restated Articles of Incorporation of the Registrant, as amended (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, File No. 1-5277).
	3(b)	By-Laws of the Registrant, as amended through May 6, 2004 (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(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 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 1995, File No. 1-5277). 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.
	31.1*	Rule 13a-14(a)/15d-14(a) Certification of CEO.
	31.2*	Rule 13a-14(a)/15d-14(a) Certification of CFO.
	32*	Section 1350 Certification of CEO and CFO.
	101*	The following materials from Bemis Company, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, formatted in XBRL: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2010 and 2009; (ii) Consolidated Balance Sheets at September 30, 2010 and December 31, 2009; (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009; (iv) Consolidated Statements of Equity for the nine months ended September 30, 2010 and 2009; and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text.

12

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						Nine Months Ended
	September  30,						September 30,
	2010			2009			2010			2009
Net sales	$	1,294,341		$	898,930		$	3,586,285		$	2,608,702
Costs and expenses:
Cost of products sold	1,052,084			718,814			2,927,868			2,086,175
Selling, general and administrative expenses	114,040			95,814			333,770			273,287
Research and development	10,496			5,837			24,846			18,412
Other operating (income) expense, net	(1,548		)	10,007			3,251			14,888
Interest expense	18,345			13,395			55,022			25,279
Other non-operating (income) expense, net	1,523			(4,873		)	(684		)	(6,420		)
Income from continuing operations before income taxes	99,401			59,936			242,212			197,081
Provision for income taxes	35,800			21,500			87,200			71,600
Income from continuing operations	63,601			38,436			155,012			125,481
Income (loss) from discontinued operations, net of tax	(833		)				1,782
Net income	62,768			38,436			156,794			125,481
Less: Net income attributable to noncontrolling interests	1,349			2,596			4,953			4,410
Net income attributable to Bemis Company, Inc.	$	61,419		$	35,840		$	151,841		$	121,071
Amounts attributable to Bemis Company, Inc.:
Income from continuing operations, net of tax	$	62,252		$	35,840		$	150,059		$	121,071
Income (loss) from discontinued operations, net of tax	(833		)				1,782
Net income attributable to Bemis Company, Inc.	$	61,419		$	35,840		$	151,841		$	121,071
Basic earnings per share:
Income from continuing operations	$	0.56		$	0.33		$	1.35		$	1.15
Income (loss) from discontinued operations	(0.01		)				0.02
Net income attributable to Bemis Company, Inc.	$	0.55		$	0.33		$	1.37		$	1.15
Diluted earnings per share:
Income from continuing operations	$	0.56		$	0.33		$	1.35		$	1.15
Income (loss) from discontinued operations	(0.01		)				0.02
Net income attributable to Bemis Company, Inc.	$	0.55		$	0.33		$	1.37		$	1.15
Cash dividends paid per share	$	0.230		$	0.225		$	0.690		$	0.675

See accompanying notes to consolidated financial statements.

13

EXHIBIT 19 - FINANCIAL STATEMENTS — UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands, except share amounts)

	September 30,			December 31,
	2010			2009
ASSETS
Cash and cash equivalents	$	92,498		$	1,065,687
Accounts receivable, net	668,107			467,988
Inventories, net	656,477			399,067
Prepaid expenses and other current assets	113,946			72,606
Total current assets	1,531,028			2,005,348
Property and equipment, net	1,539,826			1,157,193
Goodwill	989,372			646,852
Other intangible assets, net	203,203			85,299
Deferred charges and other assets	63,514			34,013
Total other long-term assets	1,256,089			766,164
TOTAL ASSETS	$	4,326,943		$	3,928,705
LIABILITIES
Current portion of long-term debt	$	2,251		$	22,527
Short-term borrowings	1,801			8,795
Accounts payable	545,518			380,017
Accrued salaries and wages	101,655			89,988
Accrued income and other taxes	30,594			23,528
Total current liabilities	681,819			524,855
Long-term debt, less current portion	1,374,548			1,227,514
Deferred taxes	140,064			134,676
Other liabilities and deferred credits	218,729			189,977
Total Liabilities	2,415,160			2,077,022
EQUITY
Bemis Company, Inc. stockholders’ equity:
Common stock issued (126,615,475 and 125,646,511 shares)	12,662			12,565
Capital in excess of par value	563,508			567,247
Retained earnings	1,724,158			1,649,804
Accumulated other comprehensive income	93,193			72,457
Common stock held in treasury (18,422,771 and 17,422,771 shares at cost)	(527,566		)	(498,341		)
Total Bemis Company, Inc. stockholders’ equity	1,865,955			1,803,732
Noncontrolling interests	45,828			47,951
Total Equity	1,911,783			1,851,683
TOTAL LIABILITIES AND EQUITY	$	4,326,943		$	3,928,705

See accompanying notes to consolidated financial statements.

14

EXHIBIT 19 - - FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Nine Months Ended
	September 30,
	2010			2009
Cash flows from operating activities
Net income	$	156,794		$	125,481
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	156,177			118,376
Excess tax benefit from share-based compensation arrangements	(3,558		)	(272		)
Share-based compensation	14,000			13,898
Deferred income taxes	(2,983		)	14,513
Income of unconsolidated affiliated company	(1,785		)	(1,340		)
(Gain) loss on sales of property and equipment	488			(3,284		)
Changes in working capital, excluding effect of acquisitions	(83,577		)	141,801
Net change in deferred charges and credits	13,476			(13,288		)
Net cash provided by operating activities	249,032			395,885
Cash flows from investing activities
Additions to property and equipment	(64,670		)	(62,521		)
Business acquisitions and adjustments, net of cash acquired	(1,222,111		)	(30,637		)
Proceeds from sales of property and equipment	1,698			10,621
Net proceeds from sale of discontinued operations	75,202
Net cash used in investing activities	(1,209,881		)	(82,537		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	13,665			810,748
Repayment of long-term debt	(51,659		)	(21,158		)
Net borrowing (repayment) of commercial paper	163,000			(159,795		)
Net borrowing (repayment) of short-term debt	(7,049		)	(17,958		)
Cash dividends paid to stockholders	(76,650		)	(71,512		)
Common stock issued				202,808
Common stock purchased for the treasury	(29,225		)
Excess tax benefit from share-based compensation arrangements	3,558			272
Stock incentive programs and related tax withholdings	(14,651		)	(2,730		)
Net cash provided by financing activities	989			740,675
Effect of exchange rates on cash and cash equivalents	(13,329		)	6,535
Net increase (decrease) in cash and cash equivalents	(973,189		)	1,060,558
Cash and cash equivalents balance at beginning of year	1,065,687			43,454
Cash and cash equivalents balance at end of period	$	92,498		$	1,104,012
Supplemental disclosure of cash flow information
Business acquisitions, net of cash:
Working capital acquired, net	$	232,077		$	668
Goodwill and intangible assets acquired, net	465,162
Fixed and other long-term assets	544,886			30,383
Deferred taxes and other liabilities	(35,893		)	(414		)
Subsidiary shares of noncontrolling interests	15,879
Cash used for acquisitions	$	1,222,111		$	30,637
Interest paid during the period	$	63,961		$	11,319
Income taxes paid during the period	$	78,699		$	44,214

See accompanying notes to consolidated financial statements.

15

EXHIBIT 19 - FINANCIAL STATEMENTS — UNAUDITED

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						121,071									4,410			125,481
Unrecognized gain reclassified to earnings, net of tax of $252									(396		)							(396		)
Translation adjustment									146,220						8,344			154,564
Pension liability adjustment, net of tax effect of $3,363									5,807									5,807
Total comprehensive income																		285,456
Cash dividends declared on common stock ($0.675 per share)						(71,512		)										(71,512		)
Stock incentive programs and related tax withholdings (313,617 shares)	32		(2,730		)													(2,698		)
Excess tax benefit from share-based compensation arrangements			1,376															1,376
Share-based compensation			15,421															15,421
Common stock issued (8,175,000 shares)	817		201,991															202,808
Balance at September 30, 2009	$	12,562	$	562,040		$	1,648,737		$	39,630		$	(498,341	)	$	48,766		$	1,813,394
Balance at December 31, 2009	$	12,565	$	567,247		$	1,649,804		$	72,457		$	(498,341	)	$	47,951		$	1,851,683
Net income						151,841									4,953			156,794
Unrecognized gain reclassified to earnings, net of tax of $252									(395		)							(395		)
Translation adjustment									12,524						796			13,320
Pension liability adjustment, net of tax effect of $4,947									8,607									8,607
Total comprehensive income																		178,326
Cash dividends declared on common stock ($0.69 per share)						(77,487		)										(77,487		)
Stock incentive programs and related tax withholdings (968,964 shares)	97		(14,748		)													(14,651		)
Excess tax benefit from share-based compensation arrangements			5,016															5,016
Share-based compensation			14,000															14,000
Purchase of subsidiary shares from noncontrolling interests			(8,007		)										(7,872		)	(15,879		)
Purchase of 1,000,000 shares of common stock												(29,225		)				(29,225		)
Balance at September 30, 2010	$	12,662	$	563,508		$	1,724,158		$	93,193		$	(527,566	)	$	45,828		$	1,911,783

See accompanying notes to consolidated financial statements.

16

EXHIBIT 19 - - FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

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

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, with 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 included two facilities.  This portion of the business was 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 discussed in Note 4 — Discontinued Operations.  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 $58.5 million in acquisition-related fees which were recorded in other operating expense in the consolidated statement of income, of which $14.7 million were incurred in the nine months ended September 30, 2010 and $43.8 million were incurred in the year ended December 31, 2009.

17

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 $334.9 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 third quarter of 2010, net adjustments of $2.0 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	148,293
Inventories	177,049
Prepaid expenses and other current assets	41,757
Working capital of discontinued operations	8,452
Property and equipment	458,241
Goodwill	334,862
Other intangible assets	130,300
Long-term assets of discontinued operations	63,995
Other long-term assets	22,650
Accounts payable	(124,375		)
Accrued salaries and wages	(12,088		)
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 nine months ended September 30, 2010 and the three and nine months ended September 30, 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.  No pro forma results are presented for the three months ended September 30, 2010 as the results of the acquired company are included in the actual three month results.  Pro forma adjustments have been made for the elimination of sales of discontinued operations and 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		Nine Months Ended
	September 30,		September 30,
(in thousands)	2009		2010		2009
Net sales
Pro forma	$	1,204,917	$	3,782,199	$	3,554,863
As reported	898,930		3,586,285		2,608,702
Net income attributable to Bemis Company, Inc.
Pro forma	$	46,372	$	158,677	$	135,453
As reported	35,840		151,841		121,071
Diluted earnings per share
Pro forma	$	0.42	$	1.42	$	1.22
As reported	0.33		1.37		1.15

18

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.  This portion of the business included two facilities and was primarily related to the production and 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 for net cash proceeds of approximately $75.2 million.  Prior to the sale, the assets and liabilities for these operations were segregated as assets and liabilities of discontinued operations on the consolidated balance sheet.  The pre-sale goodwill and intangible assets values were adjusted to reflect our updated estimate of fair value of the assets of the discontinued operations less estimated selling costs as of March 1, 2010. This resulted in no gain or loss on the sale of discontinued operations.

From the March 1, 2010, date of the Food Americas acquisition, through the July 13, 2010 sale date, the operating results associated with this portion of the acquired business were classified as discontinued operations.  In accordance with current accounting guidance, income from discontinued operations does not include depreciation or amortization expense.  The operating results of the discontinued operations from March 1, 2010 through July 13, 2010 included in the consolidated financial statements for the three months and nine months ended September 30, 2010 follow:

	Three Months Ended			Nine Months Ended
(in thousands)	September 30, 2010			September 30, 2010
Net sales	$	6,557		$	54,950
Income (loss) before income taxes	$	(1,333	)	$	2,782
Provision for income taxes	500			(1,000		)
Income (loss) from discontinued operations, net of tax	$	(833	)	$	1,782

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

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

The Company’s non-derivative financial instruments include cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, and long-term debt.  At September 30, 2010 and December 31, 2009, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturities of these instruments.  Since 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 June 30, 2010, 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 September 30, 2010 and December 31, 2009 follow:

	September 30, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
(in thousands)	Value		Value		Value		Value
Total long-term debt	$	1,376,799	$	1,521,117	$	1,250,041	$	1,303,771

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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)	September 30, 2010			December 31, 2009
Currency swaps — net asset (liability) position	$	(954	)	$	(2,693	)
Forward exchange contracts — net asset (liability) position	$	13		$	29

Note 6 — 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 September 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 September 30, 2010 and December 31, 2009, the Company had outstanding forward exchange contracts with notional amounts aggregating $24.8 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 enters 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 is 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 nine months ended September 30, 2010 were a loss of approximately $5.6 million and a loss of approximately $5.9 million, respectively.  At September 30, 2010, the notional amount related to this currency swap contract was $95.2 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.

The fair values and balance sheet presentation of derivative instruments not designated as hedging instruments (unless otherwise noted) at September 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	September 30, 2010		December 31, 2009
Asset Derivatives
Currency swaps	Accounts receivable	$	—	$	7,122
Forward exchange contracts	Accounts receivable	125		33
Total asset derivatives		$	125	$	7,155

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		Fair Value		Fair Value
		As of		As of
(in thousands)	Balance Sheet Location	September 30, 2010		December 31, 2009
Liability Derivatives
Currency swaps	Accounts payable	$	—	$	9,815
Forward exchange contracts	Accounts payable	112		4
		112		9,819
Currency swaps — hedge instrument	Accounts payable	954
Total liability derivatives		$	1,066	$	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 Sept. 30					Nine Months Ended Sept. 30
(in thousands)	on Derivatives	2010		2009			2010		2009
Currency swap contracts	Other costs (income), net	$	35	$	(2,326	)	$	675	$	(7,211	)
Forward exchange contracts	Other costs (income), net	648		1,260			686		3,356
Total		$	683	$	(1,066	)	$	1,361	$	(3,855	)

Note 7 — Inventories

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

	September 30,			December 31,
(in thousands)	2010			2009
Raw materials and supplies	$	246,086		$	139,821
Work in process and finished goods	448,571			280,975
Total inventories, gross	694,657			420,796
Less inventory reserves	(38,180		)	(21,729		)
Total inventories, net	$	656,477		$	399,067

Note 8 — 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	334,862				334,862
Currency translation	7,576		82		7,658
Reported balance at September 30, 2010	$	936,736	$	52,636	$	989,372

The components of amortized intangible assets follow:

	September 30, 2010					December 31, 2009
(in thousands)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	15,447	$	(12,193	)	$	15,447	$	(11,368	)
Technology based	91,936		(28,189		)	51,694		(24,389		)
Marketing related	26,488		(12,734		)	25,962		(11,470		)
Customer based	166,398		(43,950		)	72,451		(33,028		)
Reported balance	$	300,269	$	(97,066	)	$	165,554	$	(80,255	)

Amortization expense for intangible assets during the first nine months of 2010 was $14.7 million.  Estimated amortization expense for the remainder of 2010 is $4.2 million; $16.3 million for 2011; $14.6 million for 2012; $13.6 million for 2013; $13.6 million for 2014 and $13.6 million for 2015.  The Company does not have any accumulated impairment losses.

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Note 9 — 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 September 30,												Nine Months Ended September 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	$	3,416		$	3,222		$	4,322		$	4,984		$	10,012		$	9,561		$	12,713		$	8,469
Interest cost on projected benefit obligation	8,725			8,530			138			153			26,201			25,469			413			458
Expected return on plan assets	(10,045		)	(10,256		)							(30,153		)	(30,699		)
Amortization of unrecognized transition obligation	52			69									170			194
Amortization of prior service cost	653			594			(138		)	(114		)	1,959			1,778			(414		)	(342		)
Recognized actuarial net (gain) or loss	4,054			2,649			(112		)	(131		)	12,164			7,946			(337		)	(393		)
Settlement loss	15												46
Net periodic benefit (income) cost	$	6,870		$	4,808		$	4,210		$	4,892		$	20,399		$	14,249		$	12,375		$	8,192

Note 10 — 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 September 30, 2010 and December 31, 2009, 4,542,522 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

Stock options have not been granted since 2003, and all stock options outstanding at September 30, 2010 are fully vested.  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			(546,942	)	$16.78 - $24.82	$	19.71
Exercisable at September 30, 2010	$	2,012,000	279,240		$16.78 - $26.95	$	24.54

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

	Options Outstanding and Exercisable
	Number	Weighted-Average
Range of	Outstanding	Remaining	Weighted-Average
Exercise Prices	at 9/30/10	Contractual Life	Exercise Price
$16.78	5,936	0.3 years	$	16.78
$22.04 - $26.95	273,304	1.8 years	$	24.71
	279,240	1.8 years	$	24.54

Stock Awards

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 $14,000,000 and $13,898,000 as of September 30, 2010 and 2009, respectively.

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As of September 30, 2010, the unrecorded compensation cost for stock awards was $47,522,000 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 September 30, 2010, was 2.9 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 September 30, 2010:

	Aggregate		Number of
	Intrinsic Value		Stock Awards
Outstanding units at December 31, 2009			3,303,137
Restricted stock units granted			1,341,084
Restricted stock units distributed			(1,266,311	)
Restricted stock units canceled			(209,602	)
Outstanding units at September 30, 2010	$	100,594,000	3,168,308

Note 11 — Total Comprehensive Income (Loss)

The components of total other comprehensive income are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2010		2009		2010		2009
Comprehensive income attributable to Bemis Company, Inc.	$	129,442	$	91,365	$	172,577	$	272,702
Comprehensive income attributable to noncontrolling interest	3,170		5,516		5,749		12,754
Total comprehensive income	$	132,612	$	96,881	$	178,326	$	285,456

Note 12 — 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:

	Nine Months Ended
(in thousands)	September 30, 2010
Net income attributable to Bemis Company, Inc.	$	151,841
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	$	143,834

Note 13 — 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 September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)	2010			2009			2010			2009
Numerator
Net income attributable to Bemis Company, Inc.	$	61,419		$	35,840		$	151,841		$	121,071
Income allocated to participating securities	(1,073		)	(1,095		)	(2,756		)	(3,833		)
Net income available to common shareholders (1)	$	60,346		$	34,745		$	149,085		$	117,238
Denominator
Weighted average common shares outstanding — basic	108,617			105,694			108,903			101,845
Dilutive shares	74			222			104			159
Weighted average common and common equivalent shares outstanding — diluted	108,691			105,916			109,007			102,004

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	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)	2010			2009			2010			2009
Per common share income
Basic	$	0.55		$	0.33		$	1.37		$	1.15
Diluted	$	0.55		$	0.33		$	1.37		$	1.15
(1)   Basic weighted average common shares outstanding	108,617			105,694			108,903			101,845
Basic weighted average common shares outstanding and participating securities	110,548			109,024			110,916			105,175
Percentage allocated to common shareholders	98.3		%	96.9		%	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 1,241,773 shares at September 30, 2010 and 2,494 shares at September 30, 2009.

Note 14 — 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 net cash proceeds of approximately $75.2 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 $64.7 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the September 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 has been appealed by the City of São Paulo.  In the event of a successful appeal by the City and an adverse resolution, the estimated amount for these years could be substantially increased for additional interest, monetary adjustments and costs from the date of acquisition.

The City has also asserted the applicability of the city services tax for the subsequent years 1996-2001 and has issued assessments for those years for Dixie Toga and for Itap Bemis Ltda., a Dixie Toga subsidiary.  The assessments for those years were upheld at the administrative level and are being challenged by the companies.  The assessments at the date of acquisition for these years for tax and penalties (exclusive of interest and monetary adjustments) are estimated to be approximately $9.7 million for Itap Bemis and $31.4 million for Dixie Toga, translated to U.S. dollars at the September 30, 2010 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $45.2 million for Itap Bemis and $130.8 million for Dixie Toga for interest, monetary adjustments and costs.

The 1996-2001 assessments for Dixie Toga are currently being challenged in the courts.  In pursuing its challenge through the courts, taxpayers are generally required, in accordance with court procedures, to pledge assets as security for its lawsuits.  Under certain

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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 $31.3 million, translated to U.S. dollars at the September 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.

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.

Note 15 — 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						Nine Months Ended
	September 30,						September 30,
Business Segments (in millions)	2010			2009			2010			2009
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	1,152.7		$	764.8		$	3,161.6		$	2,214.7
Pressure Sensitive Materials	142.7			137.0			430.0			400.4
Intersegment Sales:
Flexible Packaging	(0.4		)	(0.7		)	(1.0		)	(1.9		)
Pressure Sensitive Materials	(0.7		)	(2.2		)	(4.3		)	(4.5		)
Total Net Sales	$	1,294.3		$	898.9		$	3,586.3		$	2,608.7
Operating Profit and Pretax Profit:
Flexible Packaging	$	135.8		$	106.0		$	354.3		$	299.7
Pressure Sensitive Materials	7.6			5.4			25.9			6.5
Total operating profit (1)	143.4			111.4			380.2			306.2
General corporate expenses	(25.7		)	(38.1		)	(83.0		)	(83.8		)
Interest expense	(18.3		)	(13.4		)	(55.0		)	(25.3		)
Income from continuing operations before income taxes	$	99.4		$	59.9		$	242.2		$	197.1

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	September 30,		December 31,
Business Segments (in millions)	2010		2009
Total Assets:
Flexible Packaging	$	3,847.7	$	2,483.3
Pressure Sensitive Materials	320.8		303.0
Total identifiable assets (2)	4,168.5		2,786.3
Corporate assets (3)	158.4		1,142.4
Total	$	4,326.9	$	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,  and corporate tangible and intangible property.

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EX-31.1

EXHIBIT 31.1

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

I, Henry J. Theisen, certify that:

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

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

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

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

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

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

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

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

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

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

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

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

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EX-31.2

EXHIBIT 31.2

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

I, Scott B. Ullem, certify that:

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

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

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

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

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

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

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

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

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

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

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

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

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EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS OF CEO AND CFO

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that the quarterly report on Form 10-Q of Bemis Company, Inc. for the quarter ended September 30, 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
November 9, 2010	November 9, 2010

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