10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2011

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 xNO o

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of August 4, 2011, the registrant had 103,409,176 shares of Common Stock, $.10 par value, issued and outstanding.

PART I — FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The unaudited consolidated financial statements and related footnotes, enclosed as Exhibit 19 to this Form 10-Q (the Consolidated Financial Statements), are incorporated by reference into this Item 1.  In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the financial position and the results of operations as of and for the quarter and year-to-date periods ended June 30, 2011.

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

Three and Six Months Ended June 30, 2011

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

Six-month review of results	Three months ended June 30,										Six months ended June 30,
(dollars in millions)	2011					2010					2011					2010
Net sales	$	1,370.2		100.0	%	$	1,270.2		100.0	%	$	2,694.6		100.0	%	$	2,291.9		100.0	%
Cost of products sold	1,132.2			82.6		1,036.2			81.6		2,226.8			82.6		1,872.1			81.7
Gross profit	238.0			17.4		234.0			18.4		467.8			17.4		419.8			18.3
Selling, general, and administrative expenses	126.7			9.2		116.4			9.2		252.9			9.4		223.4			9.7
Research and development	10.0			0.7		8.7			0.7		17.6			0.7		14.4			0.6
Other operating (income) expense, net	(4.0		)	(0.2	)	(3.6		)	(0.3	)	(11.2		)	(0.4	)	4.7			0.2
Operating income	105.3			7.7		112.5			8.8		208.5			7.7		177.3			7.8
Interest expense	18.1			1.3		18.5			1.5		36.4			1.4		36.7			1.6
Other non-operating (income)expense, net	(0.4		)	0.0		0.9			0.0		1.4			0.0		(2.2		)	(0.1	)
Income from continuing operations before income taxes	87.6			6.4		93.1			7.3		170.7			6.3		142.8			6.3
Provision for income taxes	32.0			2.3		33.5			2.6		62.3			2.3		51.4			2.2
Income from continuing operations	55.6			4.1		59.6			4.7		108.4			4.0		91.4			4.1
Income from discontinued operations, net of tax	0.0			0.0		2.0			0.1		0.0			0.0		2.6			0.1
Net income	55.6			4.1		61.6			4.8		108.4			4.0		94.0			4.2
Less: net income attributable to noncontrolling interests	1.3			0.1		2.0			0.1		2.9			0.1		3.6			0.2
Net income attributable to Bemis Company, Inc.	$	54.3		4.0	%	$	59.6		4.7	%	$	105.5		3.9	%	$	90.4		4.0	%
Effective income tax rate				36.5	%				36.0	%				36.5	%				36.0	%

Overview

Bemis Company, Inc. (the Company) is a leading global manufacturer of flexible packaging and pressure sensitive materials supplying a variety of markets.  Approximately 65 percent of our total company net sales are to customers in the food industry.  Sales of our flexible packaging products are widely diversified among food categories and can be found in nearly every aisle of the grocery store.  Our emphasis on supplying packaging to the food industry has historically provided a more stable market environment for our flexible packaging business segment, which accounted for approximately 89 percent of our net sales in the second quarter of 2011.  The remaining 11 percent of net sales is from our pressure sensitive materials business segment which, while diversified in end use products, is less focused on food industry applications and more exposed to economically sensitive end markets such as advertising, housing, and automotive.

Market Conditions

The markets into which our products are sold are highly competitive.  Our leading flexible packaging market positions in North and South America reflect our focus on expanding our offering of value-added, proprietary products.  We also manufacture products for which our technical know-how and economies of scale offer us a competitive advantage.

The primary raw materials for our business segments are polymer resins, films and adhesives, the costs of which have been impacted in recent months by higher energy prices.  During the first five months of 2011, the cost of our commodity and specialty resin raw materials increased substantially.  The time lag between raw material cost increases and the subsequent adjustment of our selling prices in accordance with formulas included in our customer agreements has had a negative effect on our flexible packaging operating profit for the first half of 2011 compared to the first half of 2010.

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Subsequent Events

Mayor Packaging Acquisition

On August 1, 2011, we acquired Mayor Packaging, a privately-owned manufacturer of consumer and specialty flexible packaging including a manufacturing facility in Dongguan, China.  The cash purchase price paid at closing of approximately $93 million was financed with commercial paper and is subject to customary post-closing adjustments.

Successful Completion of Dixie Toga Tender Offer

On July 8, 2011, our wholly-owned Brazilian subsidiary, Dendron Participacoes Ltda., completed a tender offer for the purchase of 38 million shares of its Brazilian subsidiary, Dixie Toga, S.A.  With this purchase, we have increased our ownership from 86 percent to over 99 percent of the total issued and outstanding shares of Dixie Toga, S.A. The total cost of the purchase was approximately $90 million.

Results of Operations — Second Quarter 2011

Consolidated Overview

(in millions, except per share amounts)	2011		2010
Net sales	$	1,370.2	$	1,270.2
Income from continuing operations, net of tax, attributable to Bemis Company, Inc.	54.3		57.7
Diluted earnings per share from continuing operations	0.51		0.52

Net sales for the second quarter ended June 30, 2011, were $1.37 billion compared to $1.27 billion in the second quarter of 2010, an increase of 7.9 percent.  Currency effects increased net sales by 3.1 percent compared to the same quarter of 2010.  The remaining 4.8 percent increase in net sales reflects higher selling prices to accommodate increased raw material costs.

Diluted earnings per share for the second quarter of 2011 was $0.51.  Diluted earnings per share for the second quarter of 2010 was $0.52 and included a $0.04 per share charge for acquisition-related integration costs and a $0.02 per share charge associated with purchase accounting adjustments for inventory.

Flexible Packaging Business Segment

(dollars in millions)	2011			2010
Net sales	$	1,218.7		$	1,127.0
Operating profit (See Note 16 to the Consolidated Financial Statements)	116.3			122.7
Operating profit as a percentage of net sales	9.5		%	10.9		%

Net sales for our flexible packaging business segment increased 8.1 percent in the second quarter of 2011.  Currency effects increased net sales by 2.8 percent during the second quarter.  The remaining 5.3 percent growth in net sales reflects generally higher selling prices which reflect the increased raw materials costs.  Unit sales volumes during the quarter were similar to volume levels achieved in the same period of 2010.

Operating profit for the second quarter of 2011 reflects the negative short term effects of dramatic raw material cost increases that began in the fourth quarter of 2010.  Operating profit for the second quarter of 2010 included a charge of $3.5 million related to purchase accounting charges for inventory and a charge of $3.9 million for acquisition-related costs including severance costs for workforce reduction and equipment relocation costs.

Pressure Sensitive Materials Business Segment

(dollars in millions)	2011			2010
Net sales	$	151.5		$	143.2
Operating profit (See Note 16 to the Consolidated Financial Statements)	11.8			11.7
Operating profit as a percentage of net sales	7.8		%	8.2		%

Second quarter 2011 net sales for our pressure sensitive materials business segment increased 5.8 percent from the second quarter of 2010.  Currency effects increased net sales by 5.7 percent.  The impact of lower unit sales volumes on net sales was offset by higher selling prices.  Operating profit as a percentage of net sales decreased to 7.8 percent for the second quarter of 2011 from 8.2 percent for the second quarter of 2010.

Consolidated Gross Profit

(dollars in millions)	2011			2010
Gross profit	$	238.0		$	234.0
Gross profit as a percentage of net sales	17.4		%	18.4		%

Gross profit as a percentage of net sales decreased from the same period of 2010 primarily reflecting the negative impact of the increasing raw material cost environment in 2011. Gross profit for the second quarter of 2010 included a charge of $3.5 million related to purchase accounting charges for inventory.

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Consolidated Selling, General and Administrative Expenses

(dollars in millions)	2011			2010
Selling, general and administrative expenses (SG&A)	$	126.7		$	116.4
SG&A as a percentage of net sales	9.2		%	9.2		%

The increase in selling, general, and administrative expenses is principally due to the impact of both inflation and currency on costs incurred.

Other (Income) Expense, Net

(dollars in millions)	2011			2010
Research and development (R&D)	$	10.0		$	8.7
R&D as a percentage of net sales	0.7		%	0.7		%
Interest expense	$	18.1		$	18.5
Effective interest rate	5.0		%	4.9		%
Other operating (income) expense, net	$	(4.1	)	$	(3.6	)
Other non-operating (income) expense, net	$	(0.3	)	$	0.8
Income taxes	$	32.0		$	33.5
Effective tax rate	36.5		%	36.0		%

Other Operating (Income) Expense, Net

For the second quarter of 2011, other operating (income) expense, net, included $5.4 million of fiscal incentive income, an increase of $1.2 million compared to $4.2 million for the second quarter of 2010.  Fiscal incentives are associated with net sales and manufacturing activities in certain South American operations and are included in business segment operating profit.

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.  We expect the effective tax rate for the total year 2011 to be about 36.5 percent.

Results of Operations — Six Months Ended June 30, 2011

Consolidated Overview

(in millions, except per share amounts)	2011		2010
Net sales	$	2,694.6	$	2,291.9
Income from continuing operations, net of tax, attributable to Bemis Company, Inc.	105.5		87.8
Diluted earnings per share from continuing operations	0.98		0.79

Net sales for the six months ended June 30, 2011 increased 17.6 percent compared to net sales for the first six months of 2010.  We estimate that acquisitions increased net sales by approximately 8.5 percent. Compared to the same period of 2010, currency effects increased net sales by 2.5 percent in the first six months of 2010.  The remaining increase in net sales reflects both higher selling prices and increased unit sales volume.

Performance for the first half of 2011 was negatively impacted by increases in the cost of specialty resin raw materials which began in the fourth quarter of 2010.  Results for 2010 included $0.09 of charges associated with purchase accounting adjustments for inventory and order backlog, $0.08 of acquisition-related legal, accounting, and other professional fees, $0.04 of acquisition-related integration costs, and $0.06 of acquisition-related financing costs incurred before the transaction was completed.

Flexible Packaging Business Segment

(dollars in millions)	2011			2010
Net sales	$	2,398.0		$	2,008.4
Operating profit (See Note 16 to the Consolidated Financial Statements)	232.6			215.0
Operating profit as a percentage of net sales	9.7		%	10.7		%

Net sales for our flexible packaging business segment for the first six months of 2011 increased 19.4 percent compared to the same period of 2010.  Currency effects increased net sales by 2.5 percent in the first six months of 2011.  Acquisitions increased net sales by approximately 10 percent compared to the first six months of 2010.  The remaining growth in net sales reflects higher selling prices  and modest improvement in unit sales volume during the period.

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Operating profit from the flexible packaging business segment increased 8.2 percent during the first six months of 2011 compared to the same period of 2010.  Operating profit for 2010 included $15.4 million of purchase accounting adjustments for inventory and order backlog in addition to a $3.9 million charge for acquisition-related integration costs, which included severance costs for workforce reductions and equipment relocation costs.  Operating profit as a percentage of net sales in the first six months of 2011 reflected the impact of an increasing raw material cost environment.

Pressure Sensitive Materials Business Segment

(dollars in millions)	2011			2010
Net sales	$	296.6		$	283.5
Operating profit (See Note 16 to the Consolidated Financial Statements)	21.7			18.3
Operating profit as a percentage of net sales	7.3		%	6.5		%

Net sales for the pressure sensitive materials business segment increased 4.6 percent to $296.6 million during the first six months of 2011 compared to the same period of 2010.  Currency effects increased net sales by 3.0 percent in the first six months of 2011.  Excluding the effects of currency, the increase in net sales reflects increased selling prices partially offset by lower unit sales volumes.

Consolidated Gross Profit

(dollars in millions)	2011			2010
Gross profit	$	467.8		$	419.8
Gross profit as a percentage of net sales	17.4		%	18.3		%

Gross profit as a percentage of net sales decreased from the same period of 2010 primarily reflecting the impact of the increasing raw material cost environment in 2011.  Gross profit for the first six months of 2010 included a charge of $15.4 million related to purchase accounting charges for inventory and order backlog.

Consolidated Selling, General and Administrative Expenses

(dollars in millions)	2011			2010
Selling, general and administrative expenses (SG&A)	$	252.9		$	223.4
SG&A as a percentage of net sales	9.4		%	9.7		%

Selling, general, and administrative expenses increased 13.2 percent for the six months ended June 30, 2011 compared to the same period of 2010.  The increase in costs is attributable to the impact of both inflation and currency, as well as the additional two months of costs associated with the March 1, 2010 Alcan Packaging Food Americas acquisition.

Other (Income) Expense, Net

(dollars in millions)	2011			2010
Research and development (R&D)	$	17.6		$	14.4
R&D as a percentage of net sales	0.7		%	0.6		%
Interest expense	$	36.4		$	36.7
Effective interest rate	5.3		%	5.4		%
Other operating (income) expense, net	$	(11.1	)	$	4.8
Other non-operating (income) expense, net	$	1.4		$	(2.2	)
Income taxes	$	62.3		$	51.4
Effective tax rate	36.5		%	36.0		%

Other Operating (Income) Expense, Net

For the six months ended June 30, 2011, other operating (income) expense, net, included $10.8 million of fiscal incentive income, an increase of $2.9 million compared to $7.9 million for the first six months of 2010.

Other Non-operating (Income) Expense, Net

During the first six months of 2011, Other non-operating (income) expense, net, included foreign exchange loss of $1.9 million, while the same period of 2010 included $1.3 million of foreign exchange gain, primarily due to currency fluctuations on financing arrangements for the foreign operations acquired in the Alcan Packaging Food Americas acquisition.

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.  We expect the effective tax rate for the total year 2011 to be about 36.5 percent.

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Liquidity and Capital Resources

Net Debt to Total Capitalization

Net debt to total capitalization (which includes total debt net of cash and cash equivalents on hand and total Bemis Company, Inc. stockholders’ equity) was 42 percent at June 30, 2011.  Net debt to total capitalization was 39 percent at December 31, 2010.  Total debt at June 30, 2011 increased by $196.1 million from the balance at December 31, 2010. Higher raw materials costs led to increased inventory values and higher selling prices which increased accounts receivable in the first six months of 2011.  The increase in debt reflects the use of cash to support these higher levels of working capital, as well as the open market purchase of 3.8 million shares of Bemis Company, Inc. common stock.  The remaining share repurchase authorization as of June 30, 2011 was 5.7 million shares.

Sources of Liquidity

Cash provided by operating activities was $82.0 million for the first six months of 2011, compared to $128.7 million for the first six months of 2010.  Working capital increased by $153.5 million during the first six months of 2011 primarily reflecting the impact of increased raw material costs and higher selling prices.

As of June 30, 2011, we had a total of $625.0 million in a revolving credit facility.  This credit facility is used principally as back-up for our commercial paper program.  As of June 30, 2011, there was $347.2 million of debt outstanding supported by this credit facility, leaving $277.8 million of available credit.  Cash flows from operating activities are expected to continue to provide sufficient liquidity to meet future cash obligations.  On July 21, 2011, we amended our credit facility to increase the total amount available from $625 million to $800 million and to extend the term from April 29, 2013 to July 21, 2016.

Public bonds totaling $300 million are scheduled to mature on April 1, 2012.  These bonds have been classified as long term debt on the June 30, 2011 balance sheet in accordance with our ability and intent to refinance these bonds with commercial paper.

Uses of Liquidity

Capital expenditures were $61.3 million for the six months ended June 30, 2011, compared to $39.3 million for the same period of 2010.  Lower expenditures in 2010 reflect reduced 2010 capital expenditure requirements during our Alcan Packaging Food Americas acquisition integration process.  Cash flow from operating activities during the first six months of 2011 also supported $51.7 million of common stock dividend payments and $123.1 million of opportunistic share repurchases.

Critical Accounting Estimates and Judgments

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).  The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.  On an ongoing basis, management evaluates its estimates and judgments, including those related to retirement benefits, intangible assets, goodwill, and expected future performance of operations.  Our estimates and judgments are based upon historical experience and on various other factors that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates under different assumptions or conditions.  These critical accounting estimates are discussed in detail in “Management’s Discussion and Analysis — Critical Accounting Estimates and Judgments” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain estimates, predictions, and other “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995, and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended).  Forward-looking statements are generally identified with the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “target,” “may,” “will,” “plan,” “project,” “should,” “continue,” or the negative thereof or other similar expressions, or discussion of future goals or aspirations, which are predictions of or indicate future events and trends and which do not relate to historical matters.  Such statements are based on information available to management as of the time of such statements and relate to, among other things, expectations of the business environment in which we operate, projections of future performance (financial and otherwise), including those of acquired companies, perceived opportunities in the market and statements regarding our mission and vision.  Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Factors that could cause actual results to differ from those expected include, but are not limited to, general economic conditions caused by inflation, interest rates, consumer confidence, rates of unemployment and foreign currency exchange rates; investment performance of assets in our pension plans; competitive conditions within our markets, including the acceptance of our new and existing products; customer contract bidding activity; threats or challenges to our patented or proprietary technologies; raw material costs, availability, and terms, particularly for polymer resins and adhesives; price changes for raw materials and our ability to pass these price changes on to our customers or otherwise manage commodity price fluctuation risks; unexpected energy surcharges; broad changes in customer order patterns; our ability to achieve expected cost savings associated with cost management initiatives; the presence of adequate cash available for investment in our business in order to maintain desired debt levels; a failure in our information technology infrastructure or applications; changes in

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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, 2010 and our quarterly reports on Form 10-Q, could cause actual future results to differ materially from those projected in the forward-looking statements.  In addition, actual future results could differ materially from those projected in the forward-looking statement as a result of changes in the assumptions used in making such forward-looking statement.

Explanation of Terms Describing the Company’s Products

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Labelstock — Pressure sensitive material designed for the label markets.

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.

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

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

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

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

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

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s market risk during the six month period ended June 30, 2011.  For additional information, refer to Note 7 to the Consolidated Financial Statements and to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

ITEM 4.  CONTROLS AND PROCEDURES

The Company’s management, under the direction, supervision, and involvement of the Chief Executive Officer and the Chief Financial Officer, has carried out an evaluation, as of the end of the period covered by this report, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) of the Company.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that disclosure controls and procedures in place at the Company are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  There were no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The material set forth in Note 15 of the Notes to Consolidated Financial Statements is incorporated herein by reference.

ITEM 1A.  RISK FACTORS

The following factor, as well as factors described elsewhere in this Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2010, or in other filings by the Company with the Securities and Exchange Commission, could adversely affect the Company’s consolidated financial position, results of operations or cash flows.  Other factors not presently known to us or that we presently believe are not material could also affect our business operations and financial results.

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

At June 30, 2011, our variable rate borrowings approximated $347.2 million.  Fluctuations in interest rates can increase borrowing costs and have an adverse impact on results of operations.  Accordingly, increases in short-term interest rates will directly impact the amount of interest we pay.  For each one percent increase in variable interest rates, our annual interest expense would increase by $3.5 million on the $347.2 million of variable rate borrowings outstanding as of June 30, 2011.

8

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
April 1-30, 2011	674,058	$	32.28	674,058
May 1-31, 2011	699,700	$	32.13	699,700
June 1-30, 2011	764,431	$	32.12	764,431
Total		$	32.18	2,138,189	5,729,880

During the second quarter, the Company repurchased 2,138,189 shares of Bemis common stock in the open market at an average purchase price of $32.18 per share.  On November 4, 2010, the Board of Directors increased the authority to repurchase the Company’s common stock to a total of ten million shares.  As of June 30, 2011, under authority granted by the Board of Directors, the Company had authorization to repurchase an additional 5,729,880 shares of its common stock.

ITEM 6.  EXHIBITS

The Exhibit Index is incorporated herein by reference.

SIGNATURES

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

		BEMIS COMPANY, INC.
Date	August 9, 2011	/s/ Scott B. Ullem
		Scott B. Ullem, Vice President and
		Chief Financial Officer
Date	August 9, 2011	/s/ Jerry S. Krempa
		Jerry S. Krempa, Vice President
		and Controller

9

Exhibit Index

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

Exhibit		Description	Form of Filing
3	(a)	Restated Articles of Incorporation of the Registrant, as amended. (1)	Incorporated by Reference
3	(b)	By-Laws of the Registrant, as amended through February 4, 2011. (2)	Incorporated by Reference
4	(a)	Form of Indenture dated as of June 15, 1995, between the Registrant and U.S. Bank Trust National Association (formerly known as First Trust National Association), as Trustee. Copies of constituent instruments defining rights of holders of long-term debt of the Company and Subsidiaries, other than the Indenture specified herein, are not filed herewith, pursuant to Instruction (b)(4)(iii)(A) to Item 601 of Regulation S-K, because the total amount of securities Authorized under any such instrument does not exceed 10% of the total assets of the Company and Subsidiaries on a consolidated basis. The registrant hereby agrees that it will, upon request by the SEC, furnish to the SEC a copy of each such instrument. (3)	Incorporated by Reference
19		Reports Furnished to Security Holders.	Filed Electronically
31	.1	Rule 13a-14(a)/15d-14(a) Certification of CEO.	Filed Electronically
31	.2	Rule 13a-14(a)/15d-14(a) Certification of CFO.	Filed Electronically
32		Section 1350 Certification of CEO and CFO.	Filed Electronically
101		The following materials from Bemis Company, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL: (i) Consolidated Statement of Income for the three and six months ended June 30, 2011 and 2010; (ii) Consolidated Balance Sheet at June 30, 2011 and December 31, 2010; (iii) Consolidated Statement of Cash Flows for the six months ended June 30, 2011 and 2010; (iv) Consolidated Statement of Equity for the six months ended June 30, 2011 and 2010; and (v) Notes to the Consolidated Financial Statements.	Filed Electronically

(1	)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 1-5277).
(2	)	Incorporated by reference to the Registrant’s Form 8-K filed February 10, 2011 (File No. 1-5277).
(3	)	Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 1995 (Filed No. 1-5277).

10

EX-19

EXHIBIT 19

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June  30,						June 30,
	2011			2010			2011			2010
Net sales	$	1,370,220		$	1,270,215		$	2,694,648		$	2,291,944
Cost of products sold	1,132,236			1,036,248			2,226,811			1,872,136
Gross profit	237,984			233,967			467,837			419,808
Operating expenses:
Selling, general and administrative expenses	126,731			116,391			252,906			223,378
Research and development	9,986			8,725			17,573			14,350
Other operating (income) expense, net	(4,057		)	(3,637		)	(11,118		)	4,799
Operating income	105,324			112,488			208,476			177,281
Interest expense	18,110			18,540			36,446			36,677
Other non-operating (income) expense, net	(346		)	832			1,374			(2,207		)
Income from continuing operations before income taxes	87,560			93,116			170,656			142,811
Provision for income taxes	32,000			33,500			62,300			51,400
Income from continuing operations	55,560			59,616			108,356			91,411
Income from discontinued operations, net of tax				1,961						2,615
Net income	55,560			61,577			108,356			94,026
Less: Net income attributable to noncontrolling interests	1,308			1,938			2,894			3,604
Net income attributable to Bemis Company, Inc	$	54,252		$	59,639		$	105,462		$	90,422
Amounts attributable to Bemis Company, Inc.:
Income from continuing operations, net of tax	$	54,252		$	57,678		$	105,462		$	87,807
Income from discontinued operations, net of tax				1,961						2,615
Net income attributable to Bemis Company, Inc.	$	54,252		$	59,639		$	105,462		$	90,422
Basic earnings per share:
Income from continuing operations	$	0.51		$	0.52		$	0.98		$	0.79
Income from discontinued operations				0.02						0.02
Net income attributable to Bemis Company, Inc.	$	0.51		$	0.54		$	0.98		$	0.81
Diluted earnings per share:
Income from continuing operations	$	0.51		$	0.52		$	0.98		$	0.79
Income from discontinued operations				0.02						0.02
Net income attributable to Bemis Company, Inc.	$	0.51		$	0.54		$	0.98		$	0.81
Cash dividends paid per share	$	0.24		$	0.23		$	0.48		$	0.46

See accompanying notes to consolidated financial statements.

11

FINANCIAL STATEMENTS — UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands, except share amounts)

	June 30,			December 31,
	2011			2010
ASSETS
Cash and cash equivalents	$	72,733		$	60,404
Accounts receivable, net	762,275			637,738
Inventories, net	740,376			673,863
Prepaid expenses and other current assets	101,941			94,914
Total current assets	1,677,325			1,466,919
Property and equipment, net	1,527,220			1,540,753
Goodwill	1,033,032			1,013,697
Other intangible assets, net	195,660			200,116
Deferred charges and other assets	70,053			64,346
Total other long-term assets	1,298,745			1,278,159
TOTAL ASSETS	$	4,503,290		$	4,285,831
LIABILITIES
Current portion of long-term debt	$	3,587		$	2,941
Short-term borrowings	18,763			6
Accounts payable	558,712			548,042
Accrued salaries and wages	97,838			103,024
Accrued income and other taxes	18,542			21,246
Total current liabilities	697,442			675,259
Long-term debt, less current portion	1,460,218			1,283,525
Deferred taxes	175,543			158,289
Other liabilities and deferred credits	230,626			241,326
Total Liabilities	2,563,829			2,358,399
EQUITY
Bemis Company, Inc. shareholders’ equity:
Common stock issued (126,863,012 and 126,627,875 shares)	12,686			12,663
Capital in excess of par value	573,794			568,035
Retained earnings	1,804,975			1,751,908
Accumulated other comprehensive income	162,664			91,117
Common stock held in treasury (22,767,891 and 18,953,971 shares at cost)	(667,242		)	(544,100		)
Total Bemis Company, Inc. shareholders’ equity	1,886,877			1,879,623
Noncontrolling interests	52,584			47,809
Total Equity	1,939,461			1,927,432
TOTAL LIABILITIES AND EQUITY	$	4,503,290		$	4,285,831

See accompanying notes to consolidated financial statements.

12

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Six Months Ended
	June 30,
	2011			2010
Cash flows from operating activities
Net income	$	108,356		$	94,026
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	112,097			101,784
Excess tax benefit from share-based compensation arrangements	(885		)	(2,863		)
Share-based compensation	8,743			9,257
Deferred income taxes	10,220			2,334
Income of unconsolidated affiliated company	(1,582		)	(1,394		)
(Gain) loss on sales of property and equipment	954			(84		)
Changes in working capital, excluding effect of acquisitions	(153,482		)	(70,777		)
Net change in deferred charges and credits	(2,458		)	(3,571		)
Net cash provided by operating activities	81,963			128,712
Cash flows from investing activities
Additions to property and equipment	(61,277		)	(39,290		)
Business acquisitions and adjustments, net of cash acquired	(16,206		)	(1,222,111		)
Proceeds from sales of property and equipment	683			853
Net cash used in investing activities	(76,800		)	(1,260,548		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	4,723			13,464
Repayment of long-term debt	(2,050		)	(38,150		)
Net borrowing of commercial paper	173,250			233,619
Net borrowing of short-term debt	17,574			4,143
Cash dividends paid to shareholders	(51,693		)	(51,105		)
Common stock purchased for the treasury	(123,142		)
Excess tax benefit from share-based compensation arrangements	885			2,863
Stock incentive programs and related tax withholdings	(3,676		)	(13,315		)
Net cash provided by financing activities	15,871			151,519
Effect of exchange rates on cash and cash equivalents	(8,705		)	(5,084		)
Net increase (decrease) in cash and cash equivalents	12,329			(985,401		)
Cash and cash equivalents balance at beginning of year	60,404			1,065,687
Cash and cash equivalents balance at end of period	$	72,733		$	80,286
Supplemental disclosure of cash flow information
Business acquisitions and adjustments, net of cash acquired:
Working capital acquired, net	$	16,034		$	230,692
Goodwill and intangible assets acquired, net	(858		)	467,153
Fixed and other long-term assets	961			544,280
Deferred taxes and other liabilities	(311		)	(35,893		)
Subsidiary shares of noncontrolling interests	380			15,879
Cash used for acquisitions	$	16,206		$	1,222,111
Interest paid during the period	$	34,965		$	37,604
Income taxes paid during the period	$	50,736		$	40,652

See accompanying notes to consolidated financial statements.

13

FINANCIAL STATEMENTS — UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(dollars in thousands, except per share amounts)

	Bemis Company, Inc. Shareholders
									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, 2009	$	12,565	$	567,247		$	1,649,804		$	72,457		$	(498,341	)	$	47,951		$	1,851,683
Net income						90,422									3,604			94,026
Unrecognized gain reclassified to earnings, net of tax of $168									(263		)							(263		)
Translation adjustment									(52,762		)				(1,025		)	(53,787		)
Pension liability adjustment, net of tax effect of $3,298									5,738									5,738
Total comprehensive income																		45,714
Cash dividends declared on common stock ($0.46 per share)						(51,658		)										(51,658		)
Stock incentive programs and related tax withholdings (907,906 shares)	90		(13,405		)													(13,315		)
Excess tax benefit from share-based compensation arrangements			3,522															3,522
Share-based compensation			9,257															9,257
Purchase of subsidiary shares from noncontrolling interests			(8,007		)										(7,872		)	(15,879		)
Balance at June 30, 2010	$	12,655	$	558,614		$	1,688,568		$	25,170		$	(498,341	)	$	42,658		$	1,829,324
Balance at December 31, 2010	$	12,663	$	568,035		$	1,751,908		$	91,117		$	(544,100	)	$	47,809		$	1,927,432
Net income						105,462									2,894			108,356
Unrecognized gain reclassified to earnings, net of tax of $168									(263		)							(263		)
Translation adjustment									63,616						2,091			65,707
Pension liability adjustment, net of tax effect of $4,501									8,194									8,194
Total comprehensive income																		181,994
Cash dividends declared on common stock ($0.48 per share)						(52,395		)										(52,395		)
Stock incentive programs and related tax withholdings (235,137 shares)	23		(3,699		)													(3,676		)
Excess tax benefit from share-based compensation arrangements			885															885
Share-based compensation			8,743															8,743
Purchase of subsidiary shares from noncontrolling interests			(170		)										(210		)	(380		)
Purchase of 3,813,920 shares of common stock												(123,142		)				(123,142		)
Balance at June 30, 2011	$	12,686	$	573,794		$	1,804,975		$	162,664		$	(667,242	)	$	52,584		$	1,939,461

See accompanying notes to consolidated financial statements.

14

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.  The classification of $4.5 million of debt issuance costs incurred in the first quarter of 2010 was changed from cash used in operating activities to cash used in financing activities in the consolidated statement of cash flows.  This reclassification did not have a material impact on previously reported amounts.  In addition, certain prior year amounts have been reclassified to conform to current year presentation.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Note 2 — New Accounting Guidance

Comprehensive Income

In June 2011, the Financial Accounting Standards Board (FASB) issued new guidance on the presentation of comprehensive income.  Specifically, the new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements.  The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity.  While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance.  This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011.  We do not believe our adoption of the new guidance in the first quarter of 2012 will have an impact on our consolidated financial position, results of operations or cash flows.

Fair Value Measurements

In May 2011, the FASB issued new guidance to achieve common fair value measurement and disclosure requirements between United States GAAP and International Financial Reporting Standards.  This new guidance amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization.  This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011.  We do not believe our adoption of the new guidance in the first quarter of 2012 will have an impact on our consolidated financial position, results of operations or cash flows.

Note 3 — Subsequent Events

Mayor Packaging Acquisition

On August 1, 2011, the Company acquired Mayor Packaging, a privately-owned manufacturer of consumer and specialty flexible packaging including a manufacturing facility in Dongguan, China.  The cash purchase price paid at closing of approximately $93 million was financed with commercial paper and is subject to customary post-closing adjustments.

Revolving Bank Credit Agreement

On July 21, 2011, the Company amended and restated its revolving bank credit agreement, originally dated April 28, 2008, which is used primarily to support the Company’s issuance of commercial paper.  The amendment and restatement extends the term of the agreement from April 29, 2013 until July 21, 2016, and increases the total amount that may be borrowed from $625 million to $800 million.  There were no other material changes to the terms or covenants in the agreement.

Public bonds totaling $300 million are scheduled to mature on April 1, 2012.  These bonds have been classified as long term debt on the June 30, 2011 balance sheet in accordance with our ability and intent to refinance these bonds with commercial paper.

Successful Completion of Dixie Toga Tender Offer

On July 8, 2011, the Company announced that its wholly-owned Brazilian subsidiary, Dendron Participacoes Ltda., has completed a tender offer for the purchase of 38 million shares of its Brazilian subsidiary, Dixie Toga, S.A.  With this purchase, the Company has increased its ownership from 86 percent to over 99 percent of the total issued and outstanding shares of Dixie Toga, S.A.  The total cost of the purchase was approximately $90 million.

Note 4 — 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.

15

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 5 — 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	$	1,210,491
Assumption of liabilities of seller	7,092
	$	1,217,583

Certain customary working capital adjustments were made to the purchase price in the first quarter of 2011.  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 $59.4 million in acquisition-related fees which were recorded in other operating expense in the consolidated statement of income, of which $15.6 million were incurred in the year ended December 31, 2010 and $43.8 million were incurred in the year ended December 31, 2009.

The 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 allocation resulted in goodwill of approximately $353.3 million, which is attributed to business synergies and intangible assets that do not meet the criteria for separate recognition.  The Company expects that approximately $308.5 million of this goodwill will be deductible for tax purposes.  Other long-term assets include an adjustment of approximately $17.9 million to record assets related to the indemnity provisions of the sale and purchase agreement, and are primarily related to tax matters.  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	145,874
Inventories	179,536
Prepaid expenses and other current assets	8,291
Working capital of discontinued operations	8,452
Property and equipment	458,846
Goodwill	353,296
Other intangible assets	130,300
Long-term assets of discontinued operations	63,985
Other long-term assets	19,693
Accounts payable	(125,678		)
Accrued salaries and wages	(12,088		)
Accrued income and other taxes	139
Deferred income taxes	(2,921		)
Long-term liabilities	(32,232		)
	$	1,217,583

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 amortization expense related to these intangible assets was $3.5 million and $5.6 million for the six months ended June 30, 2011 and June 30, 2010, respectively, 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 pro forma financial information for the three months and six months ended June 30, 2010 reflects the results of operations as if the acquisition of the Food Americas operations of Alcan Packaging had been completed on January 1, 2010.  No pro forma results are presented for the three months and six months ended June 30, 2011 as the results of the acquired company are included in the actual

16

three month and six 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		Six Months Ended
(in thousands)	June 30, 2010		June 30, 2010
Net sales
Pro forma	$	1,270,215	$	2,487,858
As reported	1,270,215		2,291,944
Net income attributable to Bemis Company, Inc.
Pro forma	$	61,943	$	97,258
As reported	59,639		90,422
Diluted earnings per share
Pro forma	$	0.56	$	0.87
As reported	0.54		0.81

The 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 2010, 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.

Note 5 — Discontinued Operations

As discussed in Note 4 - Acquisitions, the Company was 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 for the three months ended June 30, 2010 and for the four months from the March 1, 2010 acquisition date through June 30, 2010 included in the consolidated financial statements for the three months and six months ended June 30, 2010 follow:

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

Note 6 — Financial Assets and Financial Liabilities Measured at Fair Value

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

The Company’s non-derivative financial instruments include cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, and long-term debt.  At June 30, 2011 and December 31, 2010, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturities of these instruments.

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

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

17

incremental borrowing rates available to the Company for similar debt with similar terms and maturity.  The carrying values and estimated fair values of long-term debt, including current maturities, at June 30, 2011 and December 31, 2010 follow:

	June 30, 2011				December 31, 2010
	Carrying		Fair Value		Carrying		Fair Value
(in thousands)	Value		(Level 2)		Value		(Level 2)
Total long-term debt	$	1,463,071	$	1,577,330	$	1,285,674	$	1,388,019

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.

	(Level 2)
(in thousands)	June 30, 2011		December 31, 2010
Currency swaps — net asset (liability) position	$		$	(1,368	)
Forward exchange contracts — net asset (liability) position	$	2	$	13

Note 7 — Derivative Instruments

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

The Company enters into 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.  The Company has not designated these derivative instruments as hedging instruments.  There were no outstanding currency swap contracts as of June 30, 2011.  At December 31, 2010, the Company had outstanding currency swap contracts with notional amounts aggregating $86.4 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 non-operating (income) expense, net, which offsets the related transaction gains or losses.

The Company enters into forward exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables.  Forward exchange contracts generally have maturities of less than six months and relate primarily to major Western European currencies for our European operations, the U.S. dollar for our Brazilian operations, and the U.S. and Australian dollars for our New Zealand operations.  The Company has not designated these derivative instruments as hedging instruments.  At June 30, 2011, and December 31, 2010, the Company had outstanding forward exchange contracts with notional amounts aggregating $16.5 million and $12.0 million, respectively.  The net settlement amount (fair value) related to active forward exchange contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other operating (income) expense, net, which offsets the related transaction gains or losses.

The 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 at June 30, 2011 and December 31, 2010 are presented in the table below:

		Fair Value		Fair Value
		As of		As of
(in thousands)	Balance Sheet Location	June 30, 2011		December 31, 2010
Asset Derivatives
Currency swaps	Accounts receivable	$		$
Forward exchange contracts	Accounts receivable	74		90
Total asset derivatives not designated as hedging instruments		$	74	$	90
Liability Derivatives
Currency swaps	Accounts payable	$		$	1,368
Forward exchange contracts	Accounts payable	72		77
Total liability derivatives not designated as hedging instruments		$	72	$	1,445

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

	Location of (Gain) Loss	Amount of (Gain) Loss Recognized in Income on Derivatives
	Recognized in Income	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	on Derivatives	2011			2010			2011			2010
Currency swap contracts	Other non-operating (income) expense, net	$	3,613		$	447		$	7,533		$	998
Forward exchange contracts	Other operating (income) expense, net	(670		)	(165		)	(1,856		)	(38		)
Total		$	2,943		$	282		$	5,677		$	960

Note 8 — 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:

	June 30,			December 31,
(in thousands)	2011			2010
Raw materials and supplies	$	270,756		$	249,782
Work in process and finished goods	511,743			458,281
Total inventories, gross	782,499			708,063
Less inventory reserves	(42,123		)	(34,200		)
Total inventories, net	$	740,376		$	673,863

Note 9 — Goodwill and Other Intangible Assets

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

	Flexible Packaging			Pressure Sensitive
(in thousands)	Segment			Materials Segment		Total
Reported balance at December 31, 2010	$	961,039		$	52,658	$	1,013,697
Acquisition adjustments	(858		)			(858		)
Currency translation	20,107			86		20,193
Reported balance at June 30, 2011	$	980,288		$	52,744	$	1,033,032

The components of amortized intangible assets follow:

	June 30, 2011					December 31, 2010
(in thousands)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	15,447	$	(13,018	)	$	15,447	$	(12,468	)
Technology based	92,819		(32,902		)	92,149		(29,629		)
Marketing related	28,097		(14,299		)	26,833		(13,253		)
Customer based	173,252		(53,736		)	168,115		(47,078		)
Reported balance	$	309,615	$	(113,955	)	$	302,544	$	(102,428	)

Amortization expense for intangible assets during the first six months of 2011 was $9.1 million.  Estimated amortization expense for the remainder of 2011 is $8.3 million; $16.0 million for 2012; $15.4 million for 2013; $14.6 million for 2014; $14.2 million for 2015 and $14.1 million for 2016.  The Company does not have any accumulated impairment losses.

Note 10 — Components of Net Periodic Benefit Cost

Benefit costs for defined benefit pension and other post retirement plans are shown below.  The funding policy and assumptions disclosed in the Company’s 2010 Annual Report on Form 10-K are expected to continue unchanged throughout 2011.

	Three Months Ended June 30,												Six Months Ended June 30,
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
(in thousands)	2011			2010			2011			2010			2011			2010			2011			2010
Service cost — benefits earned during the period	$	3,395		$	3,348		$	81		$	71		$	6,782		$	6,596		$	163		$	132
Interest cost on projected benefit obligation	8,836			8,651			122			137			17,701			17,476			220			275
Expected return on plan assets	(10,117		)	(9,986		)							(20,189		)	(20,108		)
Amortization of unrecognized transition obligation	67			56									128			118
Amortization of prior service cost	521			658			(134		)	(138		)	1,040			1,306			(321		)	(276		)
Recognized actuarial net (gain) or loss	5,856			4,055			(107		)	(113		)	11,712			8,110			(218		)	(225		)
Settlement loss (gain)	(2,491		)	31									(2,491		)	31
Net periodic benefit (income) cost	$	6,067		$	6,813		$	(38	)	$	(43	)	$	14,683		$	13,529		$	(156	)	$	(94	)

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Costs for defined contribution pension plans were $4.8 million and $9.9 million for the three months and six months ended June 30, 2011 and were $4.4 million and $8.3 million for the three months and six months ended June 30, 2010.

Note 11 — Stock Incentive Plans

The Company’s 2007 (adopted in 2006) Stock Incentive Plan provides for the issuance of up to 6,000,000 shares of common stock to certain employees.  The plan expires 10 years after its inception, at which point no further stock options or performance units (commonly referred to as stock awards) may be granted.  As of June 30, 2011 and December 31, 2010, 4,381,014 and 4,541,522 shares were available for future grants under the plan.  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 June 30, 2011 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 Value		Number of		Option Price	Exercise Price
	(in thousands)		Options		Range	Per Option
Exercisable at December 31, 2010	$	1,991	250,946		$22.04 - $26.95	$	24.72
Exercised			(73,448	)	$22.04 - $24.59	$	24.40
Exercisable at June 30, 2011	$	1,584	177,498		$24.59 - $26.95	$	24.86

The weighted-average remaining contractual life of the outstanding and exercisable options at June 30, 2011 was 1.4 years.

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 47 percent of the stock awards granted in 2011 and 18 percent of stock awards granted in 2010 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 $8.7 million and $9.3 million as of June 30, 2011 and 2010, respectively.

As of June 30, 2011, the unrecorded compensation cost for stock awards was $41.2 million and will be recognized over the remaining vesting period for each grant which ranges between December 31, 2011 and December 31, 2015.  The remaining weighted-average life of all stock awards outstanding as of June 30, 2011, was 2.5 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, 2010 to June 30, 2011:

	Aggregate
	Intrinsic Value		Number of
	(in thousands)		Stock Awards
Outstanding units granted at December 31, 2010	$	103,053	3,158,335
Units Granted			285,791
Units Paid (in shares)			(307,149	)
Units Canceled			(148,793	)
Outstanding value and units granted at June 30, 2011	$	100,941	2,988,184

Note 12 — Accumulated Other Comprehensive Income (Loss)

The components of total other comprehensive income are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2011		2010		2011		2010
Comprehensive income attributable to Bemis Company, Inc.	$	90,454	$	34,017	$	177,009	$	43,135
Comprehensive income attributable to noncontrolling interest	2,683		1,488		4,985		2,579
Total comprehensive income	$	93,137	$	35,505	$	181,994	$	45,714

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

	June 30,			December 31,
(in thousands)	2011			2010
Foreign currency translation	$	306,960		$	243,344
Pension liability adjustment, net of deferred tax effect of $87,653 and $92,154	(144,691		)	(152,885		)
Unrecognized gain on derivative, net of deferred tax effect of $168 and $420	395			658
Accumulated other comprehensive income (loss)	$	162,664		$	91,117

Note 13 — Noncontrolling Interests

On February 15, 2011, the Company completed the acquisition of the remaining 0.83 percent noncontrolling interest in American Plast S.A. for $0.4 million.  On March 15, 2010, the Company acquired an additional 38.6 percent of the outstanding equity in American Plast S.A. for a total consideration of $13.6 million.  On January 4, 2010, the Company acquired the remaining 10 percent noncontrolling interest in Insit Embalagens Ltda. for $2.3 million.  In accordance with current accounting guidance, the differences between the total consideration amounts paid and the noncontrolling interest adjustments were recorded as adjustments to capital in excess of par value. The following table summarizes the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity:

	Six Months Ended June 30,
(in thousands)	2011			2010
Net income attributable to Bemis Company, Inc.	$	105,462		$	90,422
Transfers to noncontrolling interests:
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of American Plast S.A. common shares	(170		)	(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	(170		)	(8,007		)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests	$	105,292		$	82,415

Note 14 — Earnings Per Share Computations

                On January 1, 2009, the Company adopted the authoritative accounting guidance issued by the FASB which clarified that unvested share-based payment awards that contain nonforfeitable rights to receive dividends or dividend equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (EPS).  Participating securities under this statement include a portion of our unvested employee stock awards, which receive nonforfeitable cash payments equal to the dividend on the Company’s common stock.  The calculation of earnings per share for common stock shown below excludes the income attributable to the participating securities from the numerator and excludes the dilutive impact of those awards from the denominator.

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2011			2010			2011			2010
Numerator
Net income attributable to Bemis Company, Inc	$	54,252		$	59,639		$	105,462		$	90,422
Income allocated to participating securities	(798		)	(1,071		)	(1,557		)	(1,672		)
Net income available to common shareholders (1)	$	53,454		$	58,568		$	103,905		$	88,750
Denominator
Weighted average common shares outstanding — basic	105,171			109,103			106,151			109,049
Dilutive shares	409			104			381			119
Weighted average common and common equivalent shares outstanding — diluted	105,580			109,207			106,532			109,168
Per common share income
Basic	$	0.51		$	0.54		$	0.98		$	0.81
Diluted	$	0.51		$	0.54		$	0.98		$	0.81

(1)   Basic weighted average common shares outstanding	105,171		109,103		106,151		109,049
Basic weighted average common shares outstanding and participating securities	106,742		111,098		107,742		111,104
Percentage allocated to common shareholders	98.5	%	98.2	%	98.5	%	98.2	%

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 -0- shares at June 30, 2011 and 1,235,402 shares at June 30, 2010.

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Note 15 — Legal Proceedings

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

Environmental Matters

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

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 $70.2 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the June 30, 2011 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 $10.6 million for Itap Bemis and $34.1 million for Dixie Toga, translated to U.S. dollars at the June 30, 2011 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $54.5 million for Itap Bemis and $157.5 million for Dixie Toga for interest, monetary adjustments and costs.

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

The City has also asserted the applicability of the city services tax for the subsequent years 2004-2009.  The assessments issued by the City for these years have been received and are being challenged by the Company at the administrative level.  The assessments for tax, penalties, and interest are estimated to be approximately $37.9 million, translated to U.S. dollars at the June 30, 2011 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.

Other

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.

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Note 16 — Segments of Business

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

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
Business Segments (in millions)	2011			2010			2011			2010
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	1,219.5		$	1,127.4		$	2,399.5		$	2,009.0
Pressure Sensitive Materials	151.7			144.9			297.1			287.1
Intersegment Sales:
Flexible Packaging	(0.8		)	(0.4		)	(1.5		)	(0.6		)
Pressure Sensitive Materials	(0.2		)	(1.7		)	(0.5		)	(3.6		)
Total net sales	$	1,370.2		$	1,270.2		$	2,694.6		$	2,291.9
Operating Profit and Pretax Profit:
Flexible Packaging operating profit	$	116.3		$	122.7		$	232.6		$	215.0
Pressure Sensitive Materials operating profit	11.8			11.7			21.7			18.3
General corporate expenses	(22.8		)	(21.9		)	(45.8		)	(56.0		)
Operating income	105.3			112.5			208.5			177.3
Interest expense	18.1			18.5			36.4			36.7
Other non-operating (income) expense	(0.4		)	0.9			1.4			(2.2		)
Income from continuing operations before income taxes	$	87.6		$	93.1		$	170.7		$	142.8
							June 30,			December 31,
Business Segments (in millions)							2011			2010
Total Assets:
Flexible Packaging							$	3,951.5		$	3,792.5
Pressure Sensitive Materials							329.7			305.6
Total identifiable assets (1)							4,281.2			4,098.1
Corporate assets (2)							222.1			187.7
Total							$	4,503.3		$	4,285.8

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

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

23

EX-31.1

EXHIBIT 31.1

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

I, Henry J. Theisen, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date	August 9, 2011	By	/s/ Henry J. Theisen
		Henry J. Theisen, President and
		Chief Executive Officer

1

EX-31.2

EXHIBIT 31.2

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

I, Scott B. Ullem, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date	August 9, 2011	By	/s/ Scott B. Ullem
		Scott B. Ullem, Vice President and
		Chief Financial Officer

1

EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS OF CEO AND CFO

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that the quarterly report on Form 10-Q of Bemis Company, Inc. for the quarter ended June 30, 2011 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bemis Company, Inc.

/s/ Henry J. Theisen	/s/ Scott B. Ullem
Henry J. Theisen, President and	Scott B. Ullem, Vice President and
Chief Executive Officer	Chief Financial Officer
August 9, 2011	August 9, 2011

1

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Stock Incentive Plans (Details 2) (USD $)	6 Months Ended			12 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011 Stock Awards	Dec. 31, 2010 Stock Awards
Stock Incentive Plans
Total compensation expense related to stock incentive plans	$ 8,700,000	$ 9,300,000
Share-based Compensation Arrangement by Share-based Payment Award
Award vesting period, low end of the range (in years)			3 years
Award vesting period, high end of the range (in years)			6 years
Stock awards unit activity
Outstanding units at the beginning of the period (in shares)			3,158,335
Units Granted (in shares)			285,791
Units Paid (in shares)			(307,149)
Units Canceled (in shares)			(148,793)
Outstanding units at the end of the period (in shares)			2,988,184	3,158,335
Outstanding awards, aggregate intrinsic value			100,941,000	103,053,000
Stock award distribution ratio			one for one basis
Portion of stock awards granted that are subject to total shareholder return conditions (as a percent)			47.00%	18.00%
Unrecorded compensation cost			$ 41,200,000
Weighted average remaining contractual life of outstanding stock awards (in years)			2.5

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CONSOLIDATED BALANCE SHEET (Parenthetical)	Jun. 30, 2011	Dec. 31, 2010
CONSOLIDATED BALANCE SHEET
Common stock, issued shares	126,863,012	126,627,875
Common stock held in treasury, shares	22,767,891	18,953,971

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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities
Net income	$ 108,356	$ 94,026
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	112,097	101,784
Excess tax benefit from share-based compensation arrangements	(885)	(2,863)
Share-based compensation	8,743	9,257
Deferred income taxes	10,220	2,334
Income of unconsolidated affiliated company	(1,582)	(1,394)
(Gain) loss on sales of property and equipment	954	(84)
Changes in working capital, excluding effect of acquisitions	(153,482)	(70,777)
Net change in deferred charges and credits	(2,458)	(3,571)
Net cash provided by operating activities	81,963	128,712
Cash flows from investing activities
Additions to property and equipment	(61,277)	(39,290)
Business acquisitions and adjustments, net of cash acquired	(16,206)	(1,222,111)
Proceeds from sales of property and equipment	683	853
Net cash used in investing activities	(76,800)	(1,260,548)
Cash flows from financing activities
Proceeds from issuance of long-term debt	4,723	13,464
Repayment of long-term debt	(2,050)	(38,150)
Net borrowing of commercial paper	173,250	233,619
Net borrowing of short-term debt	17,574	4,143
Cash dividends paid to shareholders	(51,693)	(51,105)
Common stock purchased for the treasury	(123,142)
Excess tax benefit from share-based compensation arrangements	885	2,863
Stock incentive programs and related tax withholdings	(3,676)	(13,315)
Net cash provided by financing activities	15,871	151,519
Effect of exchange rates on cash and cash equivalents	(8,705)	(5,084)
Net increase (decrease) in cash and cash equivalents	12,329	(985,401)
Cash and cash equivalents balance at beginning of year	60,404	1,065,687
Cash and cash equivalents balance at end of period	72,733	80,286
Business acquisitions and adjustments, net of cash acquired:
Working capital acquired, net	16,034	230,692
Goodwill and intangible assets acquired, net	(858)	467,153
Fixed and other long-term assets	961	544,280
Deferred taxes and other liabilities	(311)	(35,893)
Subsidiary shares of noncontrolling interests	380	15,879
Cash used for acquisitions	16,206	1,222,111
Interest paid during the period	34,965	37,604
Income taxes paid during the period	$ 50,736	$ 40,652

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Earnings Per Share Computations (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Numerator
Net income attributable to Bemis Company, Inc.	$ 54,252	$ 59,639	$ 105,462	$ 90,422
Income allocated to participating securities (in dollars)	(798)	(1,071)	(1,557)	(1,672)
Net income available to common shareholders (in dollars)	$ 53,454	$ 58,568	$ 103,905	$ 88,750
Denominator
Weighted average common shares outstanding - basic (in shares)	105,171,000	109,103,000	106,151,000	109,049,000
Dilutive shares (in shares)	409,000	104,000	381,000	119,000
Weighted average common and common equivalent shares outstanding - diluted (in shares)	105,580,000	109,207,000	106,532,000	109,168,000
Per common share income
Basic (in dollars per share)	$ 0.51	$ 0.54	$ 0.98	$ 0.81
Diluted (in dollars per share)	$ 0.51	$ 0.54	$ 0.98	$ 0.81
Weighted average common shares outstanding - basic (in shares)	105,171,000	109,103,000	106,151,000	109,049,000
Basic weighted average common shares, outstanding and participating securities (in shares)	106,742,000	111,098,000	107,742,000	111,104,000
Percentage allocated to common shareholders (as a percent)	98.50%	98.20%	98.50%	98.20%
Antidilutive stock options and stock awards (in shares)	0	1,235,402

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2011

Acquisitions

Total purchase price for the acquisition

in thousands)
Cash consideration	$	1,210,491
Assumption of liabilities of seller	7,092
	$	1,217,583

Estimated fair values of assets acquired and liabilities assumed at the acquisition date

	March 1,
(in thousands)	2010
Cash and cash equivalents	$	22,090
Accounts receivable, net	145,874
Inventories	179,536
Prepaid expenses and other current assets	8,291
Working capital of discontinued operations	8,452
Property and equipment	458,846
Goodwill	353,296
Other intangible assets	130,300
Long-term assets of discontinued operations	63,985
Other long-term assets	19,693
Accounts payable	(125,678		)
Accrued salaries and wages	(12,088		)
Accrued income and other taxes	139
Deferred income taxes	(2,921		)
Long-term liabilities	(32,232		)
	$	1,217,583

Fair values and useful lives assigned to the acquired identifiable intangible assets

(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

Pro forma financial information

	Three Months Ended		Six Months Ended
(in thousands)	June 30, 2010		June 30, 2010
Net sales
Pro forma	$	1,270,215	$	2,487,858
As reported	1,270,215		2,291,944
Net income attributable to Bemis Company, Inc.
Pro forma	$	61,943	$	97,258
As reported	59,639		90,422
Diluted earnings per share
Pro forma	$	0.56	$	0.87
As reported	0.54		0.81

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CONSOLIDATED STATEMENT OF INCOME (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net sales	$ 1,370,220	$ 1,270,215	$ 2,694,648	$ 2,291,944
Cost of products sold	1,132,236	1,036,248	2,226,811	1,872,136
Gross profit	237,984	233,967	467,837	419,808
Operating expenses:
Selling, general and administrative expenses	126,731	116,391	252,906	223,378
Research and development	9,986	8,725	17,573	14,350
Other operating (income) expense, net	(4,057)	(3,637)	(11,118)	4,799
Operating income	105,324	112,488	208,476	177,281
Interest expense	18,110	18,540	36,446	36,677
Other non-operating (income) expense, net	(346)	832	1,374	(2,207)
Income from continuing operations before income taxes	87,560	93,116	170,656	142,811
Provision for income taxes	32,000	33,500	62,300	51,400
Income from continuing operations	55,560	59,616	108,356	91,411
Income from discontinued operations, net of tax		1,961		2,615
Net income	55,560	61,577	108,356	94,026
Less: Net income attributable to noncontrolling interests	1,308	1,938	2,894	3,604
Net income attributable to Bemis Company, Inc.	54,252	59,639	105,462	90,422
Amounts attributable to Bemis Company, Inc.:
Income from continuing operations, net of tax	54,252	57,678	105,462	87,807
Income from discontinued operations, net of tax		1,961		2,615
Net income attributable to Bemis Company, Inc.	$ 54,252	$ 59,639	$ 105,462	$ 90,422
Basic earnings per share:
Income from continuing operations (in dollars per share)	$ 0.51	$ 0.52	$ 0.98	$ 0.79
Income from discontinued operations (in dollars per share)		$ 0.02		$ 0.02
Net income attributable to Bemis Company, Incn (in dollars per share)	$ 0.51	$ 0.54	$ 0.98	$ 0.81
Diluted earnings per share:
Income from continuing operations (in dollars per share)	$ 0.51	$ 0.52	$ 0.98	$ 0.79
Income from discontinued operations (in dollars per share)		$ 0.02		$ 0.02
Net income attributable to Bemis Company, Incn (in dollars per share)	$ 0.51	$ 0.54	$ 0.98	$ 0.81
Cash dividends paid per share (in dollars per share)	$ 0.24	$ 0.23	$ 0.48	$ 0.46

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Components of Net Periodic Benefit Cost (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Defined contribution plans
Defined contribution plan, costs recognized	$ 4,800,000	$ 4,400,000	$ 9,900,000	$ 8,300,000
Pension Benefits
Components of Net Periodic Benefit Cost
Service cost - benefits earned during the period	3,395,000	3,348,000	6,782,000	6,596,000
Interest cost on projected benefit obligation	8,836,000	8,651,000	17,701,000	17,476,000
Expected return on plan assets	(10,117,000)	(9,986,000)	(20,189,000)	(20,108,000)
Amortization of unrecognized transition obligation	67,000	56,000	128,000	118,000
Amortization of prior service cost	521,000	658,000	1,040,000	1,306,000
Recognized actuarial net (gain) or loss	5,856,000	4,055,000	11,712,000	8,110,000
Settlement loss (gain)	(2,491,000)	31,000	(2,491,000)	31,000
Net periodic benefit cost	6,067,000	6,813,000	14,683,000	13,529,000
Other Benefits
Components of Net Periodic Benefit Cost
Service cost - benefits earned during the period	81,000	71,000	163,000	132,000
Interest cost on projected benefit obligation	122,000	137,000	220,000	275,000
Amortization of prior service cost	(134,000)	(138,000)	(321,000)	(276,000)
Recognized actuarial net (gain) or loss	(107,000)	(113,000)	(218,000)	(225,000)
Net periodic benefit cost	$ (38,000)	$ (43,000)	$ (156,000)	$ (94,000)

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2011

Derivative Instruments

Fair values and balance sheet presentation and income statement impact of derivative instruments not designated as hedging instruments

		Fair Value		Fair Value
		As of		As of
(in thousands)	Balance Sheet Location	June 30, 2011		December 31, 2010
Asset Derivatives
Currency swaps	Accounts receivable	$		$
Forward exchange contracts	Accounts receivable	74		90
Total asset derivatives not designated as hedging instruments		$	74	$	90
Liability Derivatives
Currency swaps	Accounts payable	$		$	1,368
Forward exchange contracts	Accounts payable	72		77
Total liability derivatives not designated as hedging instruments		$	72	$	1,445

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

	Location of (Gain) Loss	Amount of (Gain) Loss Recognized in Income on Derivatives
	Recognized in Income	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	on Derivatives	2011			2010			2011			2010
Currency swap contracts	Other non-operating (income) expense, net	$	3,613		$	447		$	7,533		$	998
Forward exchange contracts	Other operating (income) expense, net	(670		)	(165		)	(1,856		)	(38		)
Total		$	2,943		$	282		$	5,677		$	960

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Goodwill and Other Intangible Assets (Details 2) (USD $)	6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Components of amortized intangible assets
Gross Carrying Amount	$ 309,615,000	$ 302,544,000
Accumulated Amortization	(113,955,000)	(102,428,000)
Amortization expense for intangible assets	9,100,000
Estimated amortization expense
Remainder of 2011	8,300,000
2012	16,000,000
2013	15,400,000
2014	14,600,000
2015	14,200,000
2016	14,100,000
Contract based
Components of amortized intangible assets
Gross Carrying Amount	15,447,000	15,447,000
Accumulated Amortization	(13,018,000)	(12,468,000)
Technology based
Components of amortized intangible assets
Gross Carrying Amount	92,819,000	92,149,000
Accumulated Amortization	(32,902,000)	(29,629,000)
Marketing related
Components of amortized intangible assets
Gross Carrying Amount	28,097,000	26,833,000
Accumulated Amortization	(14,299,000)	(13,253,000)
Customer relationships
Components of amortized intangible assets
Gross Carrying Amount	173,252,000	168,115,000
Accumulated Amortization	$ (53,736,000)	$ (47,078,000)

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Financial Assets and Financial Liabilities Measured at Fair Value

6 Months Ended

Jun. 30, 2011

Financial Assets and Financial Liabilities Measured at Fair Value

Financial Assets and Financial Liabilities Measured at Fair Value

Note 6 — Financial Assets and Financial Liabilities Measured at Fair Value

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

The Company’s non-derivative financial instruments include cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, and long-term debt.  At June 30, 2011 and December 31, 2010, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturities of these instruments.

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

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 June 30, 2011 and December 31, 2010 follow:

	June 30, 2011				December 31, 2010
	Carrying		Fair Value		Carrying		Fair Value
(in thousands)	Value		(Level 2)		Value		(Level 2)
Total long-term debt	$	1,463,071	$	1,577,330	$	1,285,674	$	1,388,019

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.

	(Level 2)
(in thousands)	June 30, 2011		December 31, 2010
Currency swaps — net asset (liability) position	$		$	(1,368	)
Forward exchange contracts — net asset (liability) position	$	2	$	13

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Inventories (Tables)

6 Months Ended

Jun. 30, 2011

Inventories

Schedule of inventory

	June 30,			December 31,
(in thousands)	2011			2010
Raw materials and supplies	$	270,756		$	249,782
Work in process and finished goods	511,743			458,281
Total inventories, gross	782,499			708,063
Less inventory reserves	(42,123		)	(34,200		)
Total inventories, net	$	740,376		$	673,863

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Derivative Instruments (Details) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Currency swaps | Derivatives not designated as hedging instruments
Derivative Instruments
Notional amounts of derivatives		$ 86,400,000
Liability Derivatives
Liability Derivatives, Accounts payable		1,368,000
Forward exchange contracts | Derivatives not designated as hedging instruments
Derivative Instruments
Notional amounts of derivatives	16,500,000	12,000,000
Asset Derivatives
Asset Derivatives, Accounts receivable	74,000	90,000
Liability Derivatives
Liability Derivatives, Accounts payable	72,000	77,000
Derivatives not designated as hedging instruments
Asset Derivatives
Asset Derivatives, Accounts receivable	74,000	90,000
Liability Derivatives
Liability Derivatives, Accounts payable	$ 72,000	$ 1,445,000
Forward exchange contracts
Derivative Instruments
Derivative maturity period, less than	6 months

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Acquisitions (Details 2) (Alcan Packaging Food Americas, USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Mar. 02, 2010
Acquired finite-lived intangible assets
Estimated amortization expense	$ 3,500,000	$ 5,600,000
Fair value			130,300,000
Customer relationships
Acquired finite-lived intangible assets
Useful life (in years)	20
Fair value			87,300,000
Technology based
Acquired finite-lived intangible assets
Useful life (in years)	15
Fair value			39,700,000
Order backlog
Acquired finite-lived intangible assets
Useful life (in months)	1
Fair value			$ 3,300,000

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

6 Months Ended

Jun. 30, 2011

Financial Assets and Financial Liabilities Measured at Fair Value

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

	June 30, 2011				December 31, 2010
	Carrying		Fair Value		Carrying		Fair Value
(in thousands)	Value		(Level 2)		Value		(Level 2)
Total long-term debt	$	1,463,071	$	1,577,330	$	1,285,674	$	1,388,019

Fair values for derivatives

	(Level 2)
(in thousands)	June 30, 2011		December 31, 2010
Currency swaps — net asset (liability) position	$		$	(1,368	)
Forward exchange contracts — net asset (liability) position	$	2	$	13

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Stock Incentive Plans

6 Months Ended

Jun. 30, 2011

Stock Incentive Plans

Stock Incentive Plans

Note 11 — Stock Incentive Plans

The Company’s 2007 (adopted in 2006) Stock Incentive Plan provides for the issuance of up to 6,000,000 shares of common stock to certain employees.  The plan expires 10 years after its inception, at which point no further stock options or performance units (commonly referred to as stock awards) may be granted.  As of June 30, 2011 and December 31, 2010, 4,381,014 and 4,541,522 shares were available for future grants under the plan.  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 June 30, 2011 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 Value		Number of		Option Price	Exercise Price
	(in thousands)		Options		Range	Per Option
Exercisable at December 31, 2010	$	1,991	250,946		$22.04 - $26.95	$	24.72
Exercised			(73,448	)	$22.04 - $24.59	$	24.40
Exercisable at June 30, 2011	$	1,584	177,498		$24.59 - $26.95	$	24.86

The weighted-average remaining contractual life of the outstanding and exercisable options at June 30, 2011 was 1.4 years.

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 47 percent of the stock awards granted in 2011 and 18 percent of stock awards granted in 2010 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 $8.7 million and $9.3 million as of June 30, 2011 and 2010, respectively.

As of June 30, 2011, the unrecorded compensation cost for stock awards was $41.2 million and will be recognized over the remaining vesting period for each grant which ranges between December 31, 2011 and December 31, 2015.  The remaining weighted-average life of all stock awards outstanding as of June 30, 2011, was 2.5 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, 2010 to June 30, 2011:

	Aggregate
	Intrinsic Value		Number of
	(in thousands)		Stock Awards
Outstanding units granted at December 31, 2010	$	103,053	3,158,335
Units Granted			285,791
Units Paid (in shares)			(307,149	)
Units Canceled			(148,793	)
Outstanding value and units granted at June 30, 2011	$	100,941	2,988,184

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New Accounting Guidance

6 Months Ended

Jun. 30, 2011

New Accounting Guidance

New Accounting Guidance

Note 2 — New Accounting Guidance

Comprehensive Income

In June 2011, the Financial Accounting Standards Board (FASB) issued new guidance on the presentation of comprehensive income.  Specifically, the new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements.  The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity.  While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance.  This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011.  We do not believe our adoption of the new guidance in the first quarter of 2012 will have an impact on our consolidated financial position, results of operations or cash flows.

Fair Value Measurements

In May 2011, the FASB issued new guidance to achieve common fair value measurement and disclosure requirements between United States GAAP and International Financial Reporting Standards.  This new guidance amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization.  This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011.  We do not believe our adoption of the new guidance in the first quarter of 2012 will have an impact on our consolidated financial position, results of operations or cash flows.

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Basis of Presentation (Details) (USD $) In Millions	3 Months Ended
	Mar. 31, 2010
Basis of Presentation
Debt issuance costs	$ 4.5

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Inventories

6 Months Ended

Jun. 30, 2011

Inventories

Inventories

Note 8 — 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:

	June 30,			December 31,
(in thousands)	2011			2010
Raw materials and supplies	$	270,756		$	249,782
Work in process and finished goods	511,743			458,281
Total inventories, gross	782,499			708,063
Less inventory reserves	(42,123		)	(34,200		)
Total inventories, net	$	740,376		$	673,863

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Noncontrolling Interests

6 Months Ended

Jun. 30, 2011

Noncontrolling Interests

Noncontrolling Interests

Note 13 — Noncontrolling Interests

On February 15, 2011, the Company completed the acquisition of the remaining 0.83 percent noncontrolling interest in American Plast S.A. for $0.4 million.  On March 15, 2010, the Company acquired an additional 38.6 percent of the outstanding equity in American Plast S.A. for a total consideration of $13.6 million.  On January 4, 2010, the Company acquired the remaining 10 percent noncontrolling interest in Insit Embalagens Ltda. for $2.3 million.  In accordance with current accounting guidance, the differences between the total consideration amounts paid and the noncontrolling interest adjustments were recorded as adjustments to capital in excess of par value. The following table summarizes the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity:

	Six Months Ended June 30,
(in thousands)	2011			2010
Net income attributable to Bemis Company, Inc.	$	105,462		$	90,422
Transfers to noncontrolling interests:
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of American Plast S.A. common shares	(170		)	(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	(170		)	(8,007		)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests	$	105,292		$	82,415

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2011

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Note 9 — Goodwill and Other Intangible Assets

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

	Flexible Packaging			Pressure Sensitive
(in thousands)	Segment			Materials Segment		Total
Reported balance at December 31, 2010	$	961,039		$	52,658	$	1,013,697
Acquisition adjustments	(858		)			(858		)
Currency translation	20,107			86		20,193
Reported balance at June 30, 2011	$	980,288		$	52,744	$	1,033,032

The components of amortized intangible assets follow:

	June 30, 2011					December 31, 2010
(in thousands)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	15,447	$	(13,018	)	$	15,447	$	(12,468	)
Technology based	92,819		(32,902		)	92,149		(29,629		)
Marketing related	28,097		(14,299		)	26,833		(13,253		)
Customer based	173,252		(53,736		)	168,115		(47,078		)
Reported balance	$	309,615	$	(113,955	)	$	302,544	$	(102,428	)

Amortization expense for intangible assets during the first six months of 2011 was $9.1 million.  Estimated amortization expense for the remainder of 2011 is $8.3 million; $16.0 million for 2012; $15.4 million for 2013; $14.6 million for 2014; $14.2 million for 2015 and $14.1 million for 2016.  The Company does not have any accumulated impairment losses.

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Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2011

Noncontrolling Interests

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

	Six Months Ended June 30,
(in thousands)	2011			2010
Net income attributable to Bemis Company, Inc.	$	105,462		$	90,422
Transfers to noncontrolling interests:
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of American Plast S.A. common shares	(170		)	(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	(170		)	(8,007		)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests	$	105,292		$	82,415

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Derivative Instruments

6 Months Ended

Jun. 30, 2011

Derivative Instruments

Derivative Instruments

Note 7 — Derivative Instruments

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

The Company enters into 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.  The Company has not designated these derivative instruments as hedging instruments.  There were no outstanding currency swap contracts as of June 30, 2011.  At December 31, 2010, the Company had outstanding currency swap contracts with notional amounts aggregating $86.4 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 non-operating (income) expense, net, which offsets the related transaction gains or losses.

The Company enters into forward exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables.  Forward exchange contracts generally have maturities of less than six months and relate primarily to major Western European currencies for our European operations, the U.S. dollar for our Brazilian operations, and the U.S. and Australian dollars for our New Zealand operations.  The Company has not designated these derivative instruments as hedging instruments.  At June 30, 2011, and December 31, 2010, the Company had outstanding forward exchange contracts with notional amounts aggregating $16.5 million and $12.0 million, respectively.  The net settlement amount (fair value) related to active forward exchange contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other operating (income) expense, net, which offsets the related transaction gains or losses.

The 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 at June 30, 2011 and December 31, 2010 are presented in the table below:

		Fair Value		Fair Value
		As of		As of
(in thousands)	Balance Sheet Location	June 30, 2011		December 31, 2010
Asset Derivatives
Currency swaps	Accounts receivable	$		$
Forward exchange contracts	Accounts receivable	74		90
Total asset derivatives not designated as hedging instruments		$	74	$	90
Liability Derivatives
Currency swaps	Accounts payable	$		$	1,368
Forward exchange contracts	Accounts payable	72		77
Total liability derivatives not designated as hedging instruments		$	72	$	1,445

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

	Location of (Gain) Loss	Amount of (Gain) Loss Recognized in Income on Derivatives
	Recognized in Income	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	on Derivatives	2011			2010			2011			2010
Currency swap contracts	Other non-operating (income) expense, net	$	3,613		$	447		$	7,533		$	998
Forward exchange contracts	Other operating (income) expense, net	(670		)	(165		)	(1,856		)	(38		)
Total		$	2,943		$	282		$	5,677		$	960

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Noncontrolling Interests (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		1 Months Ended		6 Months Ended		1 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Feb. 28, 2011 American Plast S.A.	Mar. 31, 2010 American Plast S.A.	Jun. 30, 2011 American Plast S.A.	Jun. 30, 2010 American Plast S.A.	Jan. 31, 2010 Insit Embalagens Ltda.	Jun. 30, 2010 Insit Embalagens Ltda.
Noncontrolling Interests
Remaining ownership interest acquired (as a percent)					0.83%				10.00%
Additional ownership interest acquired (as a percent)						38.60%
Consideration to acquire additional interest in subsidiaries			$ 380	$ 15,879	$ 400	$ 13,600			$ 2,300
Net income attributable to Bemis Company, Inc.	54,252	59,639	105,462	90,422
Transfers to noncontrolling interests:
Decrease in Bemis Company, Inc.'s capital in excess of par value due to purchase of noncontrolling interest			(170)	(8,007)			(170)	(6,016)		(1,991)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests			$ 105,292	$ 82,415

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CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) (USD $) In Thousands, except Per Share data	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
CONSOLIDATED STATEMENT OF EQUITY
Unrecognized gain reclassified to earnings, tax	$ 168	$ 168
Pension liability adjustment, tax effect	$ 4,501	$ 3,298
Cash dividends declared on common stock, per share (in dollars per share)	$ 0.48	$ 0.46
Stock incentive programs and related tax withholdings, shares (in shares)	235,137	907,906
Purchase of common stock, shares (in shares)	3,813,920

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Subsequent Events

6 Months Ended

Jun. 30, 2011

Subsequent Events

Subsequent Events

Note 3 — Subsequent Events

Mayor Packaging Acquisition

On August 1, 2011, the Company acquired Mayor Packaging, a privately-owned manufacturer of consumer and specialty flexible packaging including a manufacturing facility in Dongguan, China.  The cash purchase price paid at closing of approximately $93 million was financed with commercial paper and is subject to customary post-closing adjustments.

Revolving Bank Credit Agreement

On July 21, 2011, the Company amended and restated its revolving bank credit agreement, originally dated April 28, 2008, which is used primarily to support the Company’s issuance of commercial paper.  The amendment and restatement extends the term of the agreement from April 29, 2013 until July 21, 2016, and increases the total amount that may be borrowed from $625 million to $800 million.  There were no other material changes to the terms or covenants in the agreement.

Public bonds totaling $300 million are scheduled to mature on April 1, 2012.  These bonds have been classified as long term debt on the June 30, 2011 balance sheet in accordance with our ability and intent to refinance these bonds with commercial paper.

Successful Completion of Dixie Toga Tender Offer

On July 8, 2011, the Company announced that its wholly-owned Brazilian subsidiary, Dendron Participacoes Ltda., has completed a tender offer for the purchase of 38 million shares of its Brazilian subsidiary, Dixie Toga, S.A.  With this purchase, the Company has increased its ownership from 86 percent to over 99 percent of the total issued and outstanding shares of Dixie Toga, S.A.  The total cost of the purchase was approximately $90 million.

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Discontinued Operations (Details) (USD $)	1 Months Ended	3 Months Ended	6 Months Ended
	Jul. 31, 2010	Jun. 30, 2010	Jun. 30, 2010
Discontinued Operations
Income (loss) from discontinued operations, net of tax		$ 1,961,000	$ 2,615,000
Alcan Packaging Food Americas Disposal Group
Discontinued Operations
Number of facilities divested	2
Net proceeds from the sale of discontinued operations	75,200,000
Net sales from disposal group		36,073,000	48,393,000
Income (loss) before income taxes		3,061,000	4,115,000
Provision for income taxes		(1,100,000)	(1,500,000)
Income (loss) from discontinued operations, net of tax		$ 1,961,000	$ 2,615,000

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2011

Accumulated Other Comprehensive Income (Loss).

Components of total other comprehensive income

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2011		2010		2011		2010
Comprehensive income attributable to Bemis Company, Inc.	$	90,454	$	34,017	$	177,009	$	43,135
Comprehensive income attributable to noncontrolling interest	2,683		1,488		4,985		2,579
Total comprehensive income	$	93,137	$	35,505	$	181,994	$	45,714

Components of accumulated other comprehensive income (loss):

	June 30,			December 31,
(in thousands)	2011			2010
Foreign currency translation	$	306,960		$	243,344
Pension liability adjustment, net of deferred tax effect of $87,653 and $92,154	(144,691		)	(152,885		)
Unrecognized gain on derivative, net of deferred tax effect of $168 and $420	395			658
Accumulated other comprehensive income (loss)	$	162,664		$	91,117

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Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Total other comprehensive income
Comprehensive income (loss) attributable to Bemis Company, Inc.	$ 90,454	$ 34,017	$ 177,009	$ 43,135
Comprehensive income (loss) attributable to Noncontrolling interests	2,683	1,488	4,985	2,579
Total comprehensive income	93,137	35,505	181,994	45,714
Accumulated other comprehensive loss, net of tax
Foreign currency translation	306,960		306,960		243,344
Pension liability adjustment, net of deferred tax effect	(144,691)		(144,691)		(152,885)
Deferred tax effect of pension liability	87,653		87,653		92,154
Unrecognized gain on derivative, net of deferred tax effect	395		395		658
Deferred tax effect of unrecognized gain on derivative	168		168		420
Accumulated other comprehensive (loss)	$ 162,664		$ 162,664		$ 91,117

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Acquisitions

6 Months Ended

Jun. 30, 2011

Acquisitions

Acquisitions

Note 4 — 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.

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 5 — 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	$	1,210,491
Assumption of liabilities of seller	7,092
	$	1,217,583

Certain customary working capital adjustments were made to the purchase price in the first quarter of 2011.  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 $59.4 million in acquisition-related fees which were recorded in other operating expense in the consolidated statement of income, of which $15.6 million were incurred in the year ended December 31, 2010 and $43.8 million were incurred in the year ended December 31, 2009.

The 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 allocation resulted in goodwill of approximately $353.3 million, which is attributed to business synergies and intangible assets that do not meet the criteria for separate recognition.  The Company expects that approximately $308.5 million of this goodwill will be deductible for tax purposes.  Other long-term assets include an adjustment of approximately $17.9 million to record assets related to the indemnity provisions of the sale and purchase agreement, and are primarily related to tax matters.  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	145,874
Inventories	179,536
Prepaid expenses and other current assets	8,291
Working capital of discontinued operations	8,452
Property and equipment	458,846
Goodwill	353,296
Other intangible assets	130,300
Long-term assets of discontinued operations	63,985
Other long-term assets	19,693
Accounts payable	(125,678		)
Accrued salaries and wages	(12,088		)
Accrued income and other taxes	139
Deferred income taxes	(2,921		)
Long-term liabilities	(32,232		)
	$	1,217,583

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 amortization expense related to these intangible assets was $3.5 million and $5.6 million for the six months ended June 30, 2011 and June 30, 2010, respectively, 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 pro forma financial information for the three months and six months ended June 30, 2010 reflects the results of operations as if the acquisition of the Food Americas operations of Alcan Packaging had been completed on January 1, 2010.  No pro forma results are presented for the three months and six months ended June 30, 2011 as the results of the acquired company are included in the actual three month and six 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		Six Months Ended
(in thousands)	June 30, 2010		June 30, 2010
Net sales
Pro forma	$	1,270,215	$	2,487,858
As reported	1,270,215		2,291,944
Net income attributable to Bemis Company, Inc.
Pro forma	$	61,943	$	97,258
As reported	59,639		90,422
Diluted earnings per share
Pro forma	$	0.56	$	0.87
As reported	0.54		0.81

The 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 2010, 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.

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Financial Assets and Financial Liabilities Measured at Fair Value (Details 2) ((Level 2), Measured on a recurring basis, USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Currency swaps
Fair values for derivatives
Derivative asset (liability), net		$ (1,368)
Forward exchange contracts
Fair values for derivatives
Derivative asset (liability), net	$ 2	$ 13

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2011

Goodwill and Other Intangible Assets

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

	Flexible Packaging			Pressure Sensitive
(in thousands)	Segment			Materials Segment		Total
Reported balance at December 31, 2010	$	961,039		$	52,658	$	1,013,697
Acquisition adjustments	(858		)			(858		)
Currency translation	20,107			86		20,193
Reported balance at June 30, 2011	$	980,288		$	52,744	$	1,033,032

Components of amortized intangible assets

	June 30, 2011					December 31, 2010
(in thousands)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	15,447	$	(13,018	)	$	15,447	$	(12,468	)
Technology based	92,819		(32,902		)	92,149		(29,629		)
Marketing related	28,097		(14,299		)	26,833		(13,253		)
Customer based	173,252		(53,736		)	168,115		(47,078		)
Reported balance	$	309,615	$	(113,955	)	$	302,544	$	(102,428	)

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Earnings Per Share Computations (Tables)

6 Months Ended

Jun. 30, 2011

Earnings Per Share Computations

Calculation of earnings per share

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2011			2010			2011			2010
Numerator
Net income attributable to Bemis Company, Inc	$	54,252		$	59,639		$	105,462		$	90,422
Income allocated to participating securities	(798		)	(1,071		)	(1,557		)	(1,672		)
Net income available to common shareholders (1)	$	53,454		$	58,568		$	103,905		$	88,750
Denominator
Weighted average common shares outstanding — basic	105,171			109,103			106,151			109,049
Dilutive shares	409			104			381			119
Weighted average common and common equivalent shares outstanding — diluted	105,580			109,207			106,532			109,168
Per common share income
Basic	$	0.51		$	0.54		$	0.98		$	0.81
Diluted	$	0.51		$	0.54		$	0.98		$	0.81

(1)   Basic weighted average common shares outstanding	105,171		109,103		106,151		109,049
Basic weighted average common shares outstanding and participating securities	106,742		111,098		107,742		111,104
Percentage allocated to common shareholders	98.5	%	98.2	%	98.5	%	98.2	%

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Financial Assets and Financial Liabilities Measured at Fair Value (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Carrying Value
Carrying values and estimated fair values of long-term debt, including current maturities
Total long-term debt	$ 1,463,071	$ 1,285,674
Fair Value | (Level 2)
Carrying values and estimated fair values of long-term debt, including current maturities
Total long-term debt	$ 1,577,330	$ 1,388,019

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Stock Incentive Plans (Tables)

6 Months Ended

Jun. 30, 2011

Stock Incentive Plans

Details of the exercisable stock options

	Aggregate				Per Share	Weighted-Average
	Intrinsic Value		Number of		Option Price	Exercise Price
	(in thousands)		Options		Range	Per Option
Exercisable at December 31, 2010	$	1,991	250,946		$22.04 - $26.95	$	24.72
Exercised			(73,448	)	$22.04 - $24.59	$	24.40
Exercisable at June 30, 2011	$	1,584	177,498		$24.59 - $26.95	$	24.86

Summary of stock awards unit activity

	Aggregate
	Intrinsic Value		Number of
	(in thousands)		Stock Awards
Outstanding units granted at December 31, 2010	$	103,053	3,158,335
Units Granted			285,791
Units Paid (in shares)			(307,149	)
Units Canceled			(148,793	)
Outstanding value and units granted at June 30, 2011	$	100,941	2,988,184

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2011

Accumulated Other Comprehensive Income (Loss).

Accumulated Other Comprehensive Income (Loss)

Note 12 — Accumulated Other Comprehensive Income (Loss)

The components of total other comprehensive income are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2011		2010		2011		2010
Comprehensive income attributable to Bemis Company, Inc.	$	90,454	$	34,017	$	177,009	$	43,135
Comprehensive income attributable to noncontrolling interest	2,683		1,488		4,985		2,579
Total comprehensive income	$	93,137	$	35,505	$	181,994	$	45,714

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

	June 30,			December 31,
(in thousands)	2011			2010
Foreign currency translation	$	306,960		$	243,344
Pension liability adjustment, net of deferred tax effect of $87,653 and $92,154	(144,691		)	(152,885		)
Unrecognized gain on derivative, net of deferred tax effect of $168 and $420	395			658
Accumulated other comprehensive income (loss)	$	162,664		$	91,117

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Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Aug. 04, 2011
Document and Entity Information
Entity Registrant Name	BEMIS CO INC
Entity Central Index Key	0000011199
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		103,409,176
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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Discontinued Operations

6 Months Ended

Jun. 30, 2011

Discontinued Operations

Discontinued Operations

Note 5 — Discontinued Operations

As discussed in Note 4 - Acquisitions, the Company was 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 for the three months ended June 30, 2010 and for the four months from the March 1, 2010 acquisition date through June 30, 2010 included in the consolidated financial statements for the three months and six months ended June 30, 2010 follow:

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

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Legal Proceedings

6 Months Ended

Jun. 30, 2011

Legal Proceedings

Legal Proceedings

Note 15 — Legal Proceedings

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

Environmental Matters

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

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 $70.2 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the June 30, 2011 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 $10.6 million for Itap Bemis and $34.1 million for Dixie Toga, translated to U.S. dollars at the June 30, 2011 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $54.5 million for Itap Bemis and $157.5 million for Dixie Toga for interest, monetary adjustments and costs.

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

The City has also asserted the applicability of the city services tax for the subsequent years 2004-2009.  The assessments issued by the City for these years have been received and are being challenged by the Company at the administrative level.  The assessments for tax, penalties, and interest are estimated to be approximately $37.9 million, translated to U.S. dollars at the June 30, 2011 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.

Other

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.

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Acquisitions (Details 3) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net sales
Net sales, as reported	$ 1,370,220	$ 1,270,215	$ 2,694,648	$ 2,291,944
Net income attributable to Bemis Company, Inc.
Net income attributable to Bemis Company, Inc., as reported	54,252	59,639	105,462	90,422
Diluted earnings per share:
Diluted earnings per share, as reported (in dollars per share)	$ 0.51	$ 0.54	$ 0.98	$ 0.81
Alcan Packaging Food Americas
Net sales
Net sales, pro forma		1,270,215		2,487,858
Net sales, as reported		1,270,215		2,291,944
Net income attributable to Bemis Company, Inc.
Net income attributable to Bemis Company, Inc., pro forma		61,943		97,258
Net income attributable to Bemis Company, Inc., as reported		$ 59,639		$ 90,422
Diluted earnings per share:
Diluted earnings per share, pro forma (in dollars per share)		$ 0.56		$ 0.87
Diluted earnings per share, as reported (in dollars per share)		$ 0.54		$ 0.81

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Components of Net Periodic Benefit Cost (Tables)

6 Months Ended

Jun. 30, 2011

Components of Net Periodic Benefit Cost

Components of Net Periodic Benefit Cost

	Three Months Ended June 30,												Six Months Ended June 30,
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
(in thousands)	2011			2010			2011			2010			2011			2010			2011			2010
Service cost — benefits earned during the period	$	3,395		$	3,348		$	81		$	71		$	6,782		$	6,596		$	163		$	132
Interest cost on projected benefit obligation	8,836			8,651			122			137			17,701			17,476			220			275
Expected return on plan assets	(10,117		)	(9,986		)							(20,189		)	(20,108		)
Amortization of unrecognized transition obligation	67			56									128			118
Amortization of prior service cost	521			658			(134		)	(138		)	1,040			1,306			(321		)	(276		)
Recognized actuarial net (gain) or loss	5,856			4,055			(107		)	(113		)	11,712			8,110			(218		)	(225		)
Settlement loss (gain)	(2,491		)	31									(2,491		)	31
Net periodic benefit (income) cost	$	6,067		$	6,813		$	(38	)	$	(43	)	$	14,683		$	13,529		$	(156	)	$	(94	)

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CONSOLIDATED STATEMENT OF EQUITY (USD $) In Thousands	Total	Common Stock	Capital In Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Common Stock Held In Treasury	Noncontrolling Interests.	Comprehensive Income
Balance at Dec. 31, 2009	$ 1,851,683	$ 12,565	$ 567,247	$ 1,649,804	$ 72,457	$ (498,341)	$ 47,951
Increase (Decrease) in Stockholders' Equity
Net income	94,026			90,422			3,604	94,026
Unrecognized gain reclassified to earnings, net of tax of $168	(263)				(263)			(263)
Translation adjustment	(53,787)				(52,762)		(1,025)	(53,787)
Pension liability adjustment, net of tax effect of $4,501 and $3,298 in 2011 and 2010, respectively	5,738				5,738			5,738
Total comprehensive income	45,714							45,714
Cash dividends declared on common stock ($0.48 and $0.46 per share in 2011 and 2010, respectively)	(51,658)			(51,658)
Stock incentive programs and related tax withholdings (235,137 and 907,906 shares in 2011 and 2010, respectively)	(13,315)	90	(13,405)
Excess tax benefit from share-based compensation arrangements	3,522		3,522
Share-based compensation	9,257		9,257
Purchase of subsidiary shares from noncontrolling interests	(15,879)		(8,007)				(7,872)
Balance at Jun. 30, 2010	1,829,324	12,655	558,614	1,688,568	25,170	(498,341)	42,658
Balance at Dec. 31, 2010	1,927,432	12,663	568,035	1,751,908	91,117	(544,100)	47,809
Increase (Decrease) in Stockholders' Equity
Net income	108,356			105,462			2,894	108,356
Unrecognized gain reclassified to earnings, net of tax of $168	(263)				(263)			(263)
Translation adjustment	65,707				63,616		2,091	65,707
Pension liability adjustment, net of tax effect of $4,501 and $3,298 in 2011 and 2010, respectively	8,194				8,194			8,194
Total comprehensive income	181,994							181,994
Cash dividends declared on common stock ($0.48 and $0.46 per share in 2011 and 2010, respectively)	(52,395)			(52,395)
Stock incentive programs and related tax withholdings (235,137 and 907,906 shares in 2011 and 2010, respectively)	(3,676)	23	(3,699)
Excess tax benefit from share-based compensation arrangements	885		885
Share-based compensation	8,743		8,743
Purchase of subsidiary shares from noncontrolling interests	(380)		(170)				(210)
Purchase of 3,813,920 shares of common stock	(123,142)					(123,142)
Balance at Jun. 30, 2011	$ 1,939,461	$ 12,686	$ 573,794	$ 1,804,975	$ 162,664	$ (667,242)	$ 52,584

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Segments of Business

6 Months Ended

Jun. 30, 2011

Segments of Business

Segments of Business

Note 16 — Segments of Business

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

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
Business Segments (in millions)	2011			2010			2011			2010
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	1,219.5		$	1,127.4		$	2,399.5		$	2,009.0
Pressure Sensitive Materials	151.7			144.9			297.1			287.1
Intersegment Sales:
Flexible Packaging	(0.8		)	(0.4		)	(1.5		)	(0.6		)
Pressure Sensitive Materials	(0.2		)	(1.7		)	(0.5		)	(3.6		)
Total net sales	$	1,370.2		$	1,270.2		$	2,694.6		$	2,291.9
Operating Profit and Pretax Profit:
Flexible Packaging operating profit	$	116.3		$	122.7		$	232.6		$	215.0
Pressure Sensitive Materials operating profit	11.8			11.7			21.7			18.3
General corporate expenses	(22.8		)	(21.9		)	(45.8		)	(56.0		)
Operating income	105.3			112.5			208.5			177.3
Interest expense	18.1			18.5			36.4			36.7
Other non-operating (income) expense	(0.4		)	0.9			1.4			(2.2		)
Income from continuing operations before income taxes	$	87.6		$	93.1		$	170.7		$	142.8
							June 30,			December 31,
Business Segments (in millions)							2011			2010
Total Assets:
Flexible Packaging							$	3,951.5		$	3,792.5
Pressure Sensitive Materials							329.7			305.6
Total identifiable assets (1)							4,281.2			4,098.1
Corporate assets (2)							222.1			187.7
Total							$	4,503.3		$	4,285.8

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

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

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Derivative Instruments (Details 2) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Derivative Instruments, Gain (Loss)
Amount of gain (loss) recognized in income on derivatives	$ 2,943	$ 282	$ 5,677	$ 960
Currency swaps
Derivative Instruments, Gain (Loss)
Amount of gain (loss) recognized in income on derivatives	3,613	447	7,533	998
Forward exchange contracts
Derivative Instruments, Gain (Loss)
Amount of gain (loss) recognized in income on derivatives	$ (670)	$ (165)	$ (1,856)	$ (38)

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2011

Discontinued Operations

Operating results of the discontinued operations included in the consolidated financial statements

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

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Basis of Presentation

6 Months Ended

Jun. 30, 2011

Basis of Presentation

Basis of Presentation

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.  The classification of $4.5 million of debt issuance costs incurred in the first quarter of 2010 was changed from cash used in operating activities to cash used in financing activities in the consolidated statement of cash flows.  This reclassification did not have a material impact on previously reported amounts.  In addition, certain prior year amounts have been reclassified to conform to current year presentation.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

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Components of Net Periodic Benefit Cost

6 Months Ended

Jun. 30, 2011

Components of Net Periodic Benefit Cost

Components of Net Periodic Benefit Cost

Note 10 — Components of Net Periodic Benefit Cost

Benefit costs for defined benefit pension and other post retirement plans are shown below.  The funding policy and assumptions disclosed in the Company’s 2010 Annual Report on Form 10-K are expected to continue unchanged throughout 2011.

	Three Months Ended June 30,												Six Months Ended June 30,
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
(in thousands)	2011			2010			2011			2010			2011			2010			2011			2010
Service cost — benefits earned during the period	$	3,395		$	3,348		$	81		$	71		$	6,782		$	6,596		$	163		$	132
Interest cost on projected benefit obligation	8,836			8,651			122			137			17,701			17,476			220			275
Expected return on plan assets	(10,117		)	(9,986		)							(20,189		)	(20,108		)
Amortization of unrecognized transition obligation	67			56									128			118
Amortization of prior service cost	521			658			(134		)	(138		)	1,040			1,306			(321		)	(276		)
Recognized actuarial net (gain) or loss	5,856			4,055			(107		)	(113		)	11,712			8,110			(218		)	(225		)
Settlement loss (gain)	(2,491		)	31									(2,491		)	31
Net periodic benefit (income) cost	$	6,067		$	6,813		$	(38	)	$	(43	)	$	14,683		$	13,529		$	(156	)	$	(94	)

Costs for defined contribution pension plans were $4.8 million and $9.9 million for the three months and six months ended June 30, 2011 and were $4.4 million and $8.3 million for the three months and six months ended June 30, 2010.

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Segments of Business (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Segments of Business
Reporting Segments Number	2
Segment reporting information
Total net sales	$ 1,370,220,000	$ 1,270,215,000	$ 2,694,648,000	$ 2,291,944,000
Operating Profit and Pretax Profit:
Operating income	105,324,000	112,488,000	208,476,000	177,281,000
Interest expense	18,110,000	18,540,000	36,446,000	36,677,000
Other non-operating (income) expense, net	(346,000)	832,000	1,374,000	(2,207,000)
Income from continuing operations before income taxes	87,560,000	93,116,000	170,656,000	142,811,000
Total Assets	4,503,290,000		4,503,290,000		4,285,831,000
Reportable segment
Operating Profit and Pretax Profit:
Total Assets	4,281,200,000		4,281,200,000		4,098,100,000
Flexible Packaging segment
Segment reporting information
Net Sales to Unaffiliated Customers:	1,219,500,000	1,127,400,000	2,399,500,000	2,009,000,000
Intersegment Sales:	(800,000)	(400,000)	(1,500,000)	(600,000)
Operating Profit and Pretax Profit:
Operating profit	116,300,000	122,700,000	232,600,000	215,000,000
Total Assets	3,951,500,000		3,951,500,000		3,792,500,000
Pressure Sensitive Materials segment
Segment reporting information
Net Sales to Unaffiliated Customers:	151,700,000	144,900,000	297,100,000	287,100,000
Intersegment Sales:	(200,000)	(1,700,000)	(500,000)	(3,600,000)
Operating Profit and Pretax Profit:
Operating profit	11,800,000	11,700,000	21,700,000	18,300,000
Total Assets	329,700,000		329,700,000		305,600,000
Unallocated amount to segment
Operating Profit and Pretax Profit:
General corporate expenses	(22,800,000)	(21,900,000)	(45,800,000)	(56,000,000)
Interest expense	18,100,000	18,500,000	36,400,000	36,700,000
Other non-operating (income) expense, net	(400,000)	900,000	1,400,000	(2,200,000)
Total Assets	$ 222,100,000		$ 222,100,000		$ 187,700,000

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Segments of Business (Tables)

6 Months Ended

Jun. 30, 2011

Segments of Business

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
Business Segments (in millions)	2011			2010			2011			2010
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	1,219.5		$	1,127.4		$	2,399.5		$	2,009.0
Pressure Sensitive Materials	151.7			144.9			297.1			287.1
Intersegment Sales:
Flexible Packaging	(0.8		)	(0.4		)	(1.5		)	(0.6		)
Pressure Sensitive Materials	(0.2		)	(1.7		)	(0.5		)	(3.6		)
Total net sales	$	1,370.2		$	1,270.2		$	2,694.6		$	2,291.9
Operating Profit and Pretax Profit:
Flexible Packaging operating profit	$	116.3		$	122.7		$	232.6		$	215.0
Pressure Sensitive Materials operating profit	11.8			11.7			21.7			18.3
General corporate expenses	(22.8		)	(21.9		)	(45.8		)	(56.0		)
Operating income	105.3			112.5			208.5			177.3
Interest expense	18.1			18.5			36.4			36.7
Other non-operating (income) expense	(0.4		)	0.9			1.4			(2.2		)
Income from continuing operations before income taxes	$	87.6		$	93.1		$	170.7		$	142.8
							June 30,			December 31,
Business Segments (in millions)							2011			2010
Total Assets:
Flexible Packaging							$	3,951.5		$	3,792.5
Pressure Sensitive Materials							329.7			305.6
Total identifiable assets (1)							4,281.2			4,098.1
Corporate assets (2)							222.1			187.7
Total							$	4,503.3		$	4,285.8

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

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

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Earnings Per Share Computations

6 Months Ended

Jun. 30, 2011

Earnings Per Share Computations

Earnings Per Share Computations

Note 14 — Earnings Per Share Computations

                On January 1, 2009, the Company adopted the authoritative accounting guidance issued by the FASB which clarified that unvested share-based payment awards that contain nonforfeitable rights to receive dividends or dividend equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (EPS).  Participating securities under this statement include a portion of our unvested employee stock awards, which receive nonforfeitable cash payments equal to the dividend on the Company’s common stock.  The calculation of earnings per share for common stock shown below excludes the income attributable to the participating securities from the numerator and excludes the dilutive impact of those awards from the denominator.

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2011			2010			2011			2010
Numerator
Net income attributable to Bemis Company, Inc	$	54,252		$	59,639		$	105,462		$	90,422
Income allocated to participating securities	(798		)	(1,071		)	(1,557		)	(1,672		)
Net income available to common shareholders (1)	$	53,454		$	58,568		$	103,905		$	88,750
Denominator
Weighted average common shares outstanding — basic	105,171			109,103			106,151			109,049
Dilutive shares	409			104			381			119
Weighted average common and common equivalent shares outstanding — diluted	105,580			109,207			106,532			109,168
Per common share income
Basic	$	0.51		$	0.54		$	0.98		$	0.81
Diluted	$	0.51		$	0.54		$	0.98		$	0.81

(1)   Basic weighted average common shares outstanding	105,171		109,103		106,151		109,049
Basic weighted average common shares outstanding and participating securities	106,742		111,098		107,742		111,104
Percentage allocated to common shareholders	98.5	%	98.2	%	98.5	%	98.2	%

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 -0- shares at June 30, 2011 and 1,235,402 shares at June 30, 2010.

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CONSOLIDATED BALANCE SHEET (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 72,733	$ 60,404
Accounts receivable, net	762,275	637,738
Inventories, net	740,376	673,863
Prepaid expenses and other current assets	101,941	94,914
Total current assets	1,677,325	1,466,919
Property and equipment, net	1,527,220	1,540,753
Goodwill	1,033,032	1,013,697
Other intangible assets, net	195,660	200,116
Deferred charges and other assets	70,053	64,346
Total other long-term assets	1,298,745	1,278,159
TOTAL ASSETS	4,503,290	4,285,831
LIABILITIES
Current portion of long-term debt	3,587	2,941
Short-term borrowings	18,763	6
Accounts payable	558,712	548,042
Accrued salaries and wages	97,838	103,024
Accrued income and other taxes	18,542	21,246
Total current liabilities	697,442	675,259
Long-term debt, less current portion	1,460,218	1,283,525
Deferred taxes	175,543	158,289
Other liabilities and deferred credits	230,626	241,326
Total Liabilities	2,563,829	2,358,399
Bemis Company, Inc. shareholders' equity:
Common stock issued (126,863,012 and 126,627,875 shares)	12,686	12,663
Capital in excess of par value	573,794	568,035
Retained earnings	1,804,975	1,751,908
Accumulated other comprehensive income	162,664	91,117
Common stock held in treasury (22,767,891 and 18,953,971 shares at cost)	(667,242)	(544,100)
Total Bemis Company, Inc. shareholders' equity	1,886,877	1,879,623
Noncontrolling interests	52,584	47,809
Total Equity	1,939,461	1,927,432
TOTAL LIABILITIES AND EQUITY	$ 4,503,290	$ 4,285,831

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Subsequent Events (Details) (USD $) Share data in Millions, unless otherwise specified	6 Months Ended					1 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Aug. 01, 2011 Mayor Packaging Acquisition	Jul. 21, 2011 Revolving Bank Credit Agreement	Jun. 30, 2011 Revolving Bank Credit Agreement	Jul. 31, 2011 Successful Completion of Dixie Toga Tender Offer Dixie Toga
Subsequent events
Cash purchase price paid			$ 93,000,000
Maximum borrowing capacity prior to amendment				625,000,000
Maximum borrowing capacity				800,000,000
Public bonds expected to be refinanced within the next twelve months from the balance sheet date					300,000,000
Purchase of shares of subsidiary (in shares)						38
Ownership percentage in subsidiary, before additional purchase of shares (as a percent)						86.00%
Ownership percentage in subsidiary (as a percent)						99.00%
Consideration to acquire additional interest in subsidiaries	$ 380,000	$ 15,879,000				$ 90,000,000

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Stock Incentive Plans (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Stock Incentive Plans
Aggregate shares of common stock authorized for issuance to certain employees under the 2007 (adopted in 2006) stock incentive plans (in shares)	6,000,000
Plan expiration period from the date of inception (in years)	10
Shares available for future grants under 2007 (adopted in 2006) stock incentive plans (in shares)	4,381,014	4,541,522
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Stock options exercisable period from date of grant, maximum (in years)	10
Stock options maximum vesting period for Company employees other than directors (in years)	3 years
Portion of stock options vested per year for Company employees other than directors	one-third per year
Aggregate Intrinsic Value
Options exercisable, aggregate intrinsic value (in dollars)	$ 1,584	$ 1,991
Number of Options
Options exercisable at the beginning of the period (in shares)	250,946
Options exercised (in shares)	(73,448)
Options exercisable at the end of the period (in shares)	177,498	250,946
Per Share Option Price Range
Stock options, range of exercise prices, low end of the range (in dollars per share)	$ 24.59	$ 22.04
Stock options, range of exercise prices, high end of the range (in dollars per share)	$ 26.95	$ 26.95
Stock options, exercised price, low end of the range (in dollars per share)	$ 22.04
Stock options, exercised price, high end of the range (in dollars per share)	$ 24.59
Weighted-Average Exercise Price Per Option
Options exercisable, weighted-average exercise price (in dollars per share)	$ 24.86	$ 24.72
Options exercised, weighted-average exercise price (in dollars per share)	$ 24.40
Weighted average remaining contractual life of stock options outstanding and exercisable (in years)	1.4

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Inventories (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Inventories
Raw materials and supplies	$ 270,756	$ 249,782
Work in process and finished goods	511,743	458,281
Total inventories, gross	782,499	708,063
Less inventory reserves	(42,123)	(34,200)
Total inventories, net	$ 740,376	$ 673,863

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Goodwill and Other Intangible Assets (Details) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	$ 1,013,697
Acquisition adjustments	(858)
Currency translation	20,193
Reported balance at the end of the period	1,033,032
Flexible Packaging segment
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	961,039
Acquisition adjustments	(858)
Currency translation	20,107
Reported balance at the end of the period	980,288
Pressure Sensitive Materials segment
Changes in the carrying amount of goodwill
Reported balance at the beginning of the period	52,658
Currency translation	86
Reported balance at the end of the period	$ 52,744

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Legal Proceedings (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended	9 Months Ended
	Jun. 30, 2011	Aug. 16, 1999 Dixie Toga Sao Paulo city services tax for years 1991-1995	Jun. 30, 2011 Dixie Toga Sao Paulo city services tax for years 1991-1995	Jun. 30, 2011 Dixie Toga Sao Paulo city services tax for years 1996-2001	Jun. 30, 2011 Itap Bemis Ltda. Sao Paulo city services tax for years 1996-2001	Jun. 30, 2011 Sao Paulo city services tax for years 2004-2009
Loss contingencies
Number of sites for state law proceedings under environmental matters	17
Estimated city services tax			$ 70.2
Number of annulment actions filed		2
Estimated city services tax and penalties				34.1	10.6
Estimated increase in city service tax and penalties for interest, monetary adjustments and costs				157.5	54.5
Estimated city services tax, penalties and interest						$ 37.9

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Acquisitions (Details) (Alcan Packaging Food Americas, USD $) Share data in Millions, unless otherwise specified	1 Months Ended		3 Months Ended	12 Months Ended		24 Months Ended
	Jul. 31, 2010	Mar. 31, 2010	Sep. 30, 2009	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2010	Mar. 02, 2010
Alcan Packaging Food Americas
Business acquisition
Number of facilities acquired		23
Net sales reported by the acquired entity for the last annual period					$ 1,400,000,000
Number of facilities divested	2
Net sales from disposal group					156,000,000
Purchase price for the acquisition
Cash consideration							1,210,491,000
Assumption of liabilities of seller							7,092,000
Purchase price							1,217,583,000
Public bonds issued			800,000,000
Common shares issued (in shares)			8.2
Acquisition-related fees				15,600,000	43,800,000	59,400,000
Goodwill deductible for tax purposes							308,500,000
Other long-term assets related to indemnity provisions of the sale and purchase agreement							17,900,000
Estimated fair values of assets acquired and liabilities assumed
Cash and cash equivalents							22,090,000
Accounts receivable, net							145,874,000
Inventories							179,536,000
Prepaid expenses and other current assets							8,291,000
Working capital of discontinued operations							8,452,000
Property and equipment							458,846,000
Goodwill							353,296,000
Other intangible assets							130,300,000
Long-term assets of discontinued operations							63,985,000
Other long-term assets							19,693,000
Accounts payable							(125,678,000)
Accrued salaries and wages							(12,088,000)
Accrued income and other taxes							139,000
Deferred income taxes							(2,921,000)
Long-term liabilities							(32,232,000)
Purchase price							$ 1,217,583,000