Bemis 10-Q 2010 Q1 Quarterly report

EXHIBIT 19

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share amounts)

	Three Months Ended
	March 31,
	2010			2009
Net sales	$	1,021,729		$	843,393
Costs and expenses:
Cost of products sold	835,888			679,361
Selling, general and administrative expenses	106,987			88,755
Research and development	5,625			6,042
Other operating expense, net	8,436			5,310
Interest expense	18,137			6,023
Other non-operating (income) expense, net	(3,039		)	(746		)
Income from continuing operations before income taxes	49,695			58,648
Provision for income taxes	17,900			21,300
Income from continuing operations	31,795			37,348
Income from discontinued operations, net of tax	654
Net income	32,449			37,348
Less:  Net income attributable to noncontrolling interests	1,666			638
Net income attributable to Bemis Company, Inc.	$	30,783		$	36,710
Amounts attributable to Bemis Company, Inc.:
Income from continuing operations, net of tax	$	30,129		$	36,710
Income from discontinued operations, net of tax	654
Net income attributable to Bemis Company, Inc.	$	30,783		$	36,710
Basic earnings per share:
Income from continuing operations	$	0.27		$	0.36
Income from discontinued operations	0.01
Net income attributable to Bemis Company, Inc.	$	0.28		$	0.36
Diluted earnings per share:
Income from continuing operations	$	0.27		$	0.36
Income from discontinued operations	0.01
Net income attributable to Bemis Company, Inc.	$	0.28		$	0.36
Cash dividends paid per share	$	0.230		$	0.225

See accompanying notes to consolidated financial statements.

1

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands, except share amounts)

	March 31,			December 31,
	2010			2009
ASSETS
Cash and cash equivalents	$	63,842		$	1,065,687
Accounts receivable, net	681,717			467,988
Inventories, net	607,849			399,067
Prepaid expenses	84,928			72,606
Current assets of discontinued operations	19,163
Total current assets	1,457,499			2,005,348
Property and equipment, net	1,578,003			1,157,193
Goodwill	956,408			646,852
Other intangible assets, net	208,030			85,299
Deferred charges and other assets	53,664			34,013
Long-term assets of discontinued operations	90,416
Total other long-term assets	1,308,518			766,164
TOTAL ASSETS	$	4,344,020		$	3,928,705
LIABILITIES
Current portion of long-term debt	$	11,780		$	22,527
Short-term borrowings	12,965			8,795
Accounts payable	539,574			380,017
Accrued salaries and wages	80,829			89,988
Accrued income and other taxes	22,640			23,528
Current liabilities of discontinued operations	8,925
Total current liabilities	676,713			524,855
Long-term debt, less current portion	1,510,752			1,227,514
Deferred taxes	134,577			134,676
Other liabilities and deferred credits	207,416			189,977
Total Liabilities	2,529,458			2,077,022
EQUITY
Bemis Company, Inc. stockholders’ equity:
Common stock issued (126,478,230 and 125,646,511 shares)	12,648			12,565
Capital in excess of par value	552,642			567,247
Retained earnings	1,654,666			1,649,804
Accumulated other comprehensive income (loss)	50,792			72,457
Common stock held in treasury, 17,422,771 shares at cost	(498,341		)	(498,341		)
Total Bemis Company, Inc. stockholders’ equity	1,772,407			1,803,732
Noncontrolling interests	42,155			47,951
Total Equity	1,814,562			1,851,683
TOTAL LIABILITIES AND EQUITY	$	4,344,020		$	3,928,705

See accompanying notes to consolidated financial statements.

2

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Three Months Ended
	March 31,
	2010			2009
Cash flows from operating activities
Net income	$	32,449		$	37,348
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42,717			38,365
Excess tax benefit from share-based payment arrangements	(2,380		)	(24		)
Share-based compensation	5,814			4,860
Deferred income taxes	(786		)	2,544
Income of unconsolidated affiliated companies	(657		)	(439		)
Loss (gain) on sales of property and equipment	(82		)	210
Changes in working capital, net of effects of acquisitions	(65,665		)	52,758
Net change in deferred charges and credits	(12,818		)	12,685
Net cash provided by (used in) operating activities	(1,408		)	148,307
Cash flows from investing activities
Additions to property and equipment	(17,534		)	(22,243		)
Business acquisitions and adjustments, net of cash acquired	(1,222,111		)
Proceeds from sales of property and equipment	189			265
Net cash used in investing activities	(1,239,456		)	(21,978		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	10,980			159
Repayment of long-term debt	(28,456		)	(2,254		)
Net borrowing (repayment) of commercial paper	290,000			(58,545		)
Net borrowing (repayment) of short-term debt	4,778			(8,791		)
Cash dividends paid to stockholders	(25,921		)	(23,226		)
Excess tax benefit from share-based payment arrangements	2,380			24
Stock incentive programs and related withholdings	(14,383		)	(2,185		)
Net cash provided by (used in) financing activities	239,378			(94,818		)
Effect of exchange rates on cash and cash equivalents	(359		)	(1,769		)
Net increase (decrease) in cash and cash equivalents	(1,001,845		)	29,742
Cash and cash equivalents balance at beginning of year	1,065,687			43,454
Cash and cash equivalents balance at end of period	$	63,842		$	73,196
Supplemental disclosure of cash flow information
Business acquisitions, net of cash:
Working capital acquired, net	$	229,105
Goodwill and intangible assets acquired, net	443,545
Fixed and other long-term assets	555,230
Deferred taxes and other liabilities	(21,648		)
Subsidiary shares of noncontrolling interests	15,879
Cash used for acquisitions	$	1,222,111
Interest paid during the period	$	28,038		$	1,338
Income taxes paid during the period	$	20,062		$	5,119

See accompanying notes to consolidated financial statements.

3

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(dollars in thousands, except per share amounts)

	Bemis Company, Inc. Stockholders
									Accumulated
			Capital In						Other			Common
	Common		Excess of			Retained			Comprehensive			Stock Held			Noncontrolling
	Stock		Par Value			Earnings			Income (Loss)			In Treasury			Interests			Total
Balance at December 31, 2008	$	11,713	$	345,982		$	1,599,178		$	(112,001	)	$	(498,341	)	$	36,012		$	1,382,543
Net income						36,710									638			37,348
Unrecognized gain reclassified to earnings, net of tax $(84)									(132		)							(132		)
Translation adjustment									(11,831		)				158			(11,673		)
Pension liability adjustment, net of tax effect ($1,122)									1,935									1,935
Total comprehensive income																		27,478
Cash dividends paid on common stock $0.225 per share						(23,228		)										(23,228		)
Stock incentive programs and related tax effects (163,393 shares)	16		(2,185		)													(2,169		)
Excess tax benefit from share-based compensation arrangements			8															8
Share-based compensation			5,331															5,331
Balance at March 31, 2009	$	11,729	$	349,136		$	1,612,660		$	(122,029	)	$	(498,341	)	$	36,808		$	1,389,963
Balance at December 31, 2009	$	12,565	$	567,247		$	1,649,804		$	72,457		$	(498,341	)	$	47,951		$	1,851,683
Net income						30,783									1,666			32,449
Unrecognized gain reclassified to earnings, net of tax $(84)									(132		)							(132		)
Translation adjustment									(24,402		)				(575		)	(24,977		)
Pension liability adjustment, net of tax effect $(1,649)									2,869									2,869
Total comprehensive income																		10,209
Cash dividends paid on common stock $0.23 per share						(25,921		)										(25,921		)
Stock incentive programs and related tax effects (831,719 shares)	83		(14,383		)													(14,300		)
Excess tax benefit from share-based compensation arrangements			2,956															2,956
Share-based compensation			5,814															5,814
Purchase of subsidiary shares from noncontrolling interests			(8,992		)										(6,887		)	(15,879		)
Balance at March 31, 2010	$	12,648	$	552,642		$	1,654,666		$	50,792		$	(498,341	)	$	42,155		$	1,814,562

See accompanying notes to consolidated financial statements.

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FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by Bemis Company, Inc. (the Company) in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair financial statement presentation.  Certain prior year amounts have been restated to conform to current year presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Note 2 — New Accounting Guidance

Subsequent Events

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

Fair Value Measurements and Disclosures

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

Note 3 — Acquisitions

Acquisition of Alcan Packaging Food Americas

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

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

The total purchase price for the acquisition was as follows:

(in thousands)
Cash consideration	$	1,228,321
Working capital purchase price adjustments	(373		)
Assumption of liabilities of seller	7,524
	$	1,235,472

Certain customary working capital adjustments will be made to the purchase price during the remainder of the year.  The majority of the financing for this transaction was completed during the third quarter of 2009 through the issuance of $800.0 million of public bonds and 8.2 million common shares issued in a secondary public stock offering.  The remaining cash purchase price was financed in the commercial paper market in advance of closing.  The Company incurred $56.5 million in acquisition-related fees which were recorded in other operating expense in the consolidated statement of income, of which $12.7 million were incurred in the three months ended March 31, 2010 and $43.8 million were incurred in the year ended December 31, 2009.

5

The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is based on the estimated fair values at the date of acquisition.  The Company is in the process of finalizing fair market valuations which may require adjustments to the purchase price allocation.  The preliminary allocation resulted in goodwill of approximately $313.2 million, which is attributed to business synergies and intangible assets that do not meet the criteria for separate recognition.  The Company is currently in the process of determining the tax deductibility of the goodwill.  Other long-term assets include an adjustment of approximately $4.0 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	176,713
Inventories	177,270
Prepaid expenses	8,083
Working capital of discontinued operations	9,626
Property and equipment	459,021
Goodwill	313,245
Other intangible assets	130,300
Long-term assets of discontinued operations	90,374
Other long-term assets	5,835
Accounts payable	(123,329		)
Accrued salaries and wages	(11,931		)
Accrued income and other taxes	(177		)
Deferred income taxes	277
Long-term liabilities	(21,925		)
	$	1,235,472

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

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

The results of the acquired operations have been included in the consolidated financial statements since the date of acquisition.   In accordance with current accounting guidance, income from discontinued operations does not include depreciation or amortization expense.  The amounts of net sales, income from continuing operations, income from discontinued operations and net income directly attributable to the acquired operations included in the consolidated statement of income for the three months ended March 31, 2010 are presented as follows:

	Three Months Ended
(in thousands)	March 31, 2010
Net sales from continuing operations	$	116,359
Income from continuing operations, net of tax	$	1,199
Income from discontinued operations, net of tax	654
Net income	$	1,853

The following unaudited pro forma financial information for the three months ended March 31, 2010 and 2009 reflects the results of operations as if the acquisition of the Food Americas operations of Alcan Packaging had been completed on January 1, 2010 and January 1, 2009, respectively.  Pro forma adjustments have been made for changes in depreciation and amortization expenses related to the valuation of the acquired fixed and intangible assets and assumed liabilities at fair value, the elimination of non-recurring items, 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 March 31,
(in thousands)	2010		2009
Net sales
Pro forma	$	1,257,549	$	1,199,365
As reported	1,021,729		843,393

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	Three Months Ended March 31,
(in thousands)	2010		2009
Net income attributable to Bemis Company, Inc.
Pro forma	$	34,858	$	29,964
As reported	30,783		36,710
Diluted earnings per share
Pro forma	$	0.31	$	0.27
As reported	0.28		0.36

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

Acquisition of South American Rigid Packaging Operations of Huhtamaki Oyj

On June 3, 2009, the Company announced that it acquired the South American rigid packaging operations of Huhtamaki Oyj, a global manufacturer of consumer and specialty packaging.  This rigid packaging business, which includes three facilities in Brazil and one facility in Argentina, recorded annual net sales of approximately $86.0 million in 2008, primarily to dairy and food service markets.  The purchase price of $43.0 million was paid with a combination of $32.3 million cash on hand, $1.9 million of debt assumed, and an $8.8 million note payable to the seller.  As of March 31, 2010, $1.7 million remained outstanding on the note payable to seller which matures on May 31, 2010.  The fair values of assets and liabilities acquired were $51.7 million and $10.9 million respectively.

Note 4 — Discontinued Operations

As discussed in Note 3, “Acquisitions,” we are 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.  Since the date of acquisition, the operating results associated with this portion of the acquired business, related to the production of flexible packaging for retail natural cheese products and shrink bag packaging for fresh meat products, have been classified as discontinued operations.  The assets and liabilities for these operations have been segregated as assets and liabilities of discontinued operations on the consolidated balance sheet.  In accordance with current accounting guidance, income from discontinued operations does not include depreciation or amortization expense.

The operating results of the discontinued operations included in the consolidated financial statements for the three months ended March 31, 2010 follow:

	Three Months Ended
(in thousands)	March 31, 2010
Net sales	$	12,320
Income before income taxes	$	1,054
Provision for income taxes	(400		)
Income from discontinued operations, net of tax	$	654

The following are the assets and liabilities of the discontinued operations as of March 31, 2010:

	March 31,
(in thousands)	2010
Accounts receivable	$	6,896
Inventories	11,544
Prepaid expenses	723
Total current assets of discontinued operations	$	19,163
Property and equipment	35,864
Goodwill	11,752
Other intangible assets	42,800
Total long-term assets of discontinued operations	$	90,416
Accounts payable	7,526
Accrued salaries and wages	988
Accrued income and other taxes	411
Total current liabilities of discontinued operations	$	8,925

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

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

The Company’s non-derivative financial instruments include cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, and long-term debt.  At March 31, 2010 and December 31, 2009, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturities of these instruments.  The fair value of the Company’s long-term debt, including current maturities but excluding capitalized leases, was estimated to be $1,563,596,000 and $1,303,760,000 at March 31, 2010 and December 31, 2009, respectively, using discounted cash flow analyses and based on the incremental borrowing rates currently available to the Company for similar debt with similar terms and maturity.

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

	Significant Other Observable Inputs (Level 2)
(in thousands)	March 31, 2010			December 31, 2009
Currency swaps – net asset (liability) position	$	(2,058	)	$	(2,693	)
Forward exchange contracts – net asset (liability) position	$	36		$	29

Note 6 — Derivative Instruments

On January 1, 2009, we adopted authoritative accounting guidance issued by the FASB which requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.

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

The Company enters into currency swap contracts to manage changes in the fair value of U.S. dollar denominated debt held in Brazil, effectively converting a portion of that debt to the functional currency of its Brazilian operation.  Currency swap contracts generally have maturities that match the maturities of the underlying debt.  The Company has not designated these derivative instruments as hedging instruments.  At March 31, 2010 and December 31, 2009, the Company had outstanding currency swap contracts with notional amounts aggregating $1,472,000 and $18,435,000, respectively.  The fair value related to active swap contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other costs (income), net, which offsets the related transaction gains or losses.

The Company enters into forward exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables.  Forward exchange contracts generally have maturities of less than six months and relate primarily to major Western European currencies for our European operations, the U.S. dollar for our Brazilian operations, and the U.S. and Australian dollars for our New Zealand operations.  The Company has not designated these derivative instruments as hedging instruments.  At March 31, 2010 and December 31, 2009, the Company had outstanding forward exchange contracts with notional amounts aggregating $14,364,000 and $18,284,000, respectively.  The net settlement amount (fair value) related to active forward exchange contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other costs (income), net, which offsets the related transaction gains or losses.

In addition, a Brazilian subsidiary of the Company entered into a short-term currency swap contract to manage the foreign exchange exposure on the financing provided by the Company to the subsidiary for the acquisition of a portion of the Food Americas operations of Alcan Packaging in March 2010.  This derivative instrument has been designated as a hedging instrument.  The effective portion of the loss on this derivative of approximately $1.3 million as of March 31, 2010 was recorded as a component of other comprehensive income and offsets the related gain on the financing.  At March 31, 2010, the notional amount related to this forward exchange contract was $92,660,000.

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.

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

		Fair Value		Fair Value
		As of		As of
(in thousands)	Balance Sheet Location	March 31, 2010		December 31, 2009
Asset Derivatives
Currency swaps	Accounts receivable	$	1,206	$	7,122
Forward exchange contracts	Accounts receivable	100		33
Total asset derivatives		$	1,306	$	7,155
Liability Derivatives
Currency swaps – hedge instrument	Accounts payable	$	1,318	$
Currency swaps	Accounts payable	1,946		9,815
Forward exchange contracts	Accounts payable	64		4
Total liability derivatives		$	3,328	$	9,819

The income statement impact of derivative instruments not designated as hedging instruments for the three months ended March 31, 2010 and 2009 are presented in the table below:

	Location of Gain (Loss)	Amount of Gain (Loss) Recognized in Income on Derivatives
	Recognized in Income	Three Months Ended			Three Months Ended
(in thousands)	on Derivatives	March 31, 2010			March 31, 2009
Currency swap contracts	Other costs (income), net	$	786		$	(241	)
Forward exchange contracts	Other costs (income), net	(127		)	378
Total		$	659		$	137

Note 7 — Inventories

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

	March 31,			December 31,
(in thousands)	2010			2009
Raw materials and supplies	$	210,826		$	139,821
Work in process and finished goods	435,035			280,975
Total inventories, gross	645,861			420,796
Less inventory reserves	(38,012		)	(21,729		)
Total inventories, net	$	607,849		$	399,067

Note 8 — Goodwill and Other Intangible Assets

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

	Flexible Packaging			Pressure Sensitive
(in thousands)	Segment			Materials Segment		Total
Reported balance at December 31, 2009	$	594,298		$	52,554	$	646,852
Acquisitions	313,245					313,245
Currency translation	(3,776		)	87		(3,689		)
Reported balance at March 31, 2010	$	903,767		$	52,641	$	956,408

The components of amortized intangible assets follow:

(in thousands)	March 31, 2010					December 31, 2009
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	18,751	$	(14,947	)	$	15,447	$	(11,368	)
Technology based	91,182		(25,170		)	51,694		(24,389		)
Marketing related	25,308		(11,493		)	25,962		(11,470		)
Customer based	158,171		(33,772		)	72,451		(33,028		)
Reported balance	$	293,412	$	(85,382	)	$	165,554	$	(80,255	)

Amortization expense for intangible assets during the first three months of 2010 was $6.3 million.  Estimated amortization expense for the remainder of 2010 is $11.9 million; $16.0 million for 2011; $15.0 million for 2012; $13.6 million for 2013; $13.6 million for 2014 and $13.5 million for 2015.  The Company does not have any accumulated impairment losses.

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Note 9 — Components of Net Periodic Benefit Cost

Benefit costs for defined pension benefit plans are shown below.  Costs for other benefits include defined contribution pension plans and postretirement benefits other than pensions.  The funding policy and assumptions disclosed in the Company’s 2009 Annual Report on Form 10-K are expected to continue unchanged throughout 2010.

	For the Quarter Ended March 31,
	Pension Benefits						Other Benefits
(in thousands)	2010			2009			2010			2009
Service cost – benefits earned during the period	$	3,248		$	3,103		$	3,934		$	1,882
Interest cost on projected benefit obligation	8,825			8,380			138			153
Expected return on plan assets	(10,122		)	(10,144		)
Amortization of unrecognized transition obligation	62			58
Amortization of prior service cost	648			591			(138		)	(114		)
Recognized actuarial net (gain) or loss	4,055			2,648			(112		)	(131		)
Net periodic benefit cost	$	6,716		$	4,636		$	3,822		$	1,790

Note 10 — Stock Option and Incentive Plans

The Company’s 1994, 2001, and 2007 (adopted in 2006) Stock Incentive Plans provide for the issuance of an aggregate of up to 15,000,000 shares of common stock to certain employees.  Each plan expires 10 years after its inception, at which point no further stock options or performance units (commonly referred to as stock awards) may be granted.  As of March 31, 2010 and December 31, 2009, 4,416,101 and 5,674,004, shares were available for future grants under these plans, respectively.  Shares forfeited by an employee become available for future grants.

Stock options have not been granted since 2003, and all stock options outstanding at March 31, 2010 are fully vested.  The fair value of each stock option was estimated on the date of grant using the Black-Scholes model.  Stock options were granted at prices equal to fair market value on the date of the grant and are 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 stock option plans at March 31, 2010 and December 31, 2009 are presented in the table below:

	Aggregate			Per Share	Weighted-Average
	Intrinsic		Number of	Option Price	Exercise Price
	Value		Options	Range	Per Option
Exercisable at December 31, 2009	$	6,860,000	826,182	$16.78 - $26.95	$	21.35
Exercised			(227,268)	$18.81 - $24.82	$	19.52
Exercisable at March 31, 2010	$	4,001,000	598,914	$16.78 - $26.95	$	22.04

The following table summarizes information about outstanding and exercisable stock options at March 31, 2010:

	Options Outstanding and Exercisable
	Number	Weighted-Average
Range of	Outstanding	Remaining	Weighted-Average
Exercise Prices	at 3/31/10	Contractual Life	Exercise Price
$16.78	201,712	0.8 years	$	16.78
$22.04 - $26.95	397,202	2.4 years	$	24.71
	598,914	1.8 years	$	22.04

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 19 percent of the stock awards granted in 2010 and 50 percent of stock awards granted in 2009 are also subject to the degree to which specified total shareholder return conditions are satisfied.  In addition, cash payments are made during the vesting period on the outstanding stock awards granted prior to January 1, 2010, equal to the dividend on the Company’s common stock.  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 $5,814,000 and $4,860,000 as of March 31, 2010 and 2009, respectively.

As of March 31, 2010, the unrecorded compensation cost for stock awards was $59,238,000 and will be recognized over the remaining vesting period for each grant which ranges between May 3, 2010 and December 31, 2015.  The remaining weighted-average life of all stock awards outstanding as of March 31, 2010, was 3.4 years.  These awards are considered equity-based awards and are therefore classified as a component of additional paid-in capital.

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

			Number of
	Aggregate		Restricted
	Intrinsic Value		Stock Units
Outstanding units at December 31, 2009			3,303,137
Restricted stock units granted			1,271,764
Restricted stock units vested			(1,232,124)
Restricted stock units canceled			(13,861)
Outstanding units at March 31, 2010	$	95,606,000	3,328,916

Note 11 — Total Comprehensive Income (Loss)

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

	For the Quarter Ended March 31,
(in thousands)	2010		2009
Comprehensive income (loss) attributable to Bemis Company, Inc.	$	9,118	$	26,682
Comprehensive income (loss) attributable to Noncontrolling interests	1,091		796
Total comprehensive income (loss)	$	10,209	$	27,478

Note 12 — Noncontrolling Interests

On March 15, 2010, the Company acquired an additional 38.6 percent of the noncontrolling interest 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 difference 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:

	Three Months Ended
(in thousands)	March 31, 2010
Net income attributable to Bemis Company, Inc.	$	30,783
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	(7,001		)
Decrease in Bemis Company, Inc.’s capital in excess of par value due to purchase of Insit Embalagens Ltda. common shares	(1,991		)
Net transfers to noncontrolling interests	(8,992		)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests	$	21,791

Note 13 — Earnings Per Share Computations

On January 1, 2009, the Company adopted the authoritative accounting guidance issued by the FASB which clarified that unvested share-based payment awards that contain nonforfeitable rights to receive dividends or dividend equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (EPS).  Participating securities under this statement include a portion of our unvested employee stock awards, which receive nonforfeitable cash payments equal to the dividend on the Company’s common stock.  Stock awards granted after January 1, 2010 are not participating securities as they do not provide a nonforfeitable right to receive cash dividends during the vesting period.  The calculation of earnings per share for common stock shown below excludes the income attributable to the participating securities from the numerator and excludes the dilutive impact of those awards from the denominator.

	Three Months Ended March 31,
(in thousands, except per share amounts)	2010		2009
Numerator
Net income attributable to Bemis Company, Inc.	$	30,783	$	36,710
Less: Net income allocated to participating securities	586		1,182
Net income available to common shareholders, net of participating securities (1)	$	30,197	$	35,528
Denominator
Weighted average common shares outstanding – basic	108,993		99,867
Dilutive shares	134		109
Weighted average common and common equivalent shares outstanding – diluted	109,127		99,976
Per common share income
Basic	$	0.28	$	0.36
Diluted	$	0.28	$	0.36

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		Three Months Ended March 31,
(in thousands, except percentages)		2010		2009
(1)	Basic weighted average common shares outstanding	108,993		99,867
	Basic weighted average common shares outstanding and unvested employee stock awards	111,109		103,190
	Percentage allocated to common shareholders	98.1	%	96.8	%

Certain stock options and stock awards outstanding were not included in the computation of diluted earnings per share above because they would not have had a dilutive effect (1,260,473 shares at March 31, 2010 and 424,470 shares at March 31, 2009).

Note 14 — Legal Proceedings

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

Environmental Matters

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

Alcan Packaging Acquisition

In compliance with regulatory requirements for approval of our acquisition of the Food Americas operations of Alcan Packaging in the United States, we have entered into a Consent Decree with the United States Department of Justice.  Under the terms of the Consent Decree, we are obligated to divest certain Alcan Packaging Food Americas packaging assets in the United States within a specified time period after the closing date.  The packaging assets that will be divested produced annual sales of approximately $156 million in 2009 and include manufacturing equipment used to produce shrink bags used for fresh meat products and flexible packaging used for natural cheese products.

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 $61.5 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the March 31, 2010 exchange rate.  Dixie Toga challenged the assessments and ultimately litigated the issue in two annulment actions filed on November 24, 1998 and August 16, 1999 in the Lower Tax Court in the city of São Paulo.  A decision by the Lower Tax Court in the city of São Paulo in 2002 cancelled all of the assessments for the years 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga had each appealed parts of the lower court decision.  On February 8, 2010, the São Paulo Court of Justice issued a Decision in favor of Dixie Toga.  This Decision is appealable by the City of São Paulo.  In the event of a successful appeal by the City and an adverse resolution, the estimated amount for these years could be substantially increased for additional interest, monetary adjustments and costs from the date of acquisition.

The City has also asserted the applicability of the city services tax for the subsequent years 1996-2001 and has issued assessments for those years for Dixie Toga and for Itap Bemis Ltda., a Dixie Toga subsidiary.  The assessments for those years were upheld at the administrative level and are being challenged by the companies.  The assessments at the date of acquisition for these years for tax and penalties (exclusive of interest and monetary adjustments) are estimated to be approximately $9.5 million for Itap Bemis and $29.9 million for Dixie Toga, translated to U.S. dollars at the March 31, 2010 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $40.8 million for Itap Bemis and $117.6 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.

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Recently, the City has also asserted the applicability of the city services tax for the subsequent years 2004-2009.  The assessments issued by the City for these years have been received and are being challenged by the Company at the administrative level.  The assessments for tax and penalties are estimated to be approximately $22.9 million, translated to U.S. dollars at the March 31, 2010 exchange rate.

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

Brazil Investigation

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

Labelstock Class Actions

The Company and its subsidiary, Morgan Adhesives Company, were named as defendants in thirteen civil lawsuits related to an investigation that was initiated and subsequently closed by the U.S. Department of Justice without any further action.  Six of these lawsuits purported to represent a nationwide class of labelstock purchasers, and each alleged a conspiracy to fix prices within the self-adhesive labelstock industry.  The first of these lawsuits was filed on May 27, 2003.  In these lawsuits, the plaintiffs sought actual damages for the period of the alleged conspiracy (January 1, 1996 through July 25, 2003) trebled, plus an award of attorneys’ fees and costs.  On November 5, 2003, the Judicial Panel on MultiDistrict Litigation issued a decision consolidating all of the federal class actions for pretrial purposes in the United States District Court for the Middle District of Pennsylvania, before the Honorable Chief Judge Vanaskie.  On November 20, 2007, the Court granted plaintiffs’ motion for class certification.  On June 24, 2008, the Court in the consolidated federal class actions issued a decision dismissing the Company from those actions.  On January 27, 2009, the defendants filed a motion to decertify the class based on new case law in the Third Circuit.  On May 26, 2009, the Company and Morgan Adhesives Company entered into a settlement with the plaintiff class, pursuant to which the Company agreed to pay $1.25 million in return for a full and complete release of all claims in the federal class actions.  The Company agreed to pay this settlement amount to avoid the expense of further litigation.  On June 10, 2009, Judge Vanaskie granted preliminary approval to the settlement.  On September 17, 2009, Judge Vanaskie granted final approval of the settlement, and dismissed the class action against Morgan Adhesives with prejudice.

The Company and Morgan Adhesives Company have also been named in three lawsuits filed in the California Superior Court in San Francisco. These three lawsuits, which have been consolidated, seek to represent a class of all California indirect purchasers of labelstock and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  The Company believes that resolution of the California lawsuits would not have a material adverse effect on the business, results of operations, financial position, or liquidity of the Company.

Finally, the Company has been named in one lawsuit in Vermont, seeking to represent a class of all Vermont indirect purchasers of labelstock, one lawsuit in Nebraska seeking to represent a class of all Nebraska indirect purchasers of labelstock, one lawsuit in Kansas seeking to represent a class of all Kansas indirect purchasers of labelstock, and one lawsuit in Tennessee, seeking to represent a class of purchasers of labelstock in various jurisdictions, all alleging a conspiracy to fix prices within the self-adhesive labelstock industry.  On November 20, 2009, the Company and Morgan Adhesives Company entered into a settlement with the plaintiffs in the class actions filed in Nebraska, Kansas, Tennessee, and Vermont, pursuant to which the Company agreed to pay $90,000 in return for a full and complete release of all claims in those class actions.  The Company agreed to pay this settlement amount to avoid the expense of further litigation.  On November 24, 2009, the Court granted preliminary approval to the settlement of the class actions filed in Nebraska, Kansas, Tennessee, and Vermont.

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 15 — Segments of Business

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

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

	For the Quarter Ended March 31,
Business Segments (in millions)	2010			2009
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	881.7		$	715.8
Pressure Sensitive Materials	142.2			129.0
Intersegment Sales:
Flexible Packaging	(0.3		)	(0.6		)
Pressure Sensitive Materials	(1.9		)	(0.8		)
Total net sales to unaffiliated customers	$	1,021.7		$	843.4
Operating Profit (Loss) and Pretax Profit:
Flexible Packaging	$	93.9		$	91.4
Pressure Sensitive Materials	6.6			(1.9		)
Total operating profit (1)	100.5			89.5
General corporate expenses	(32.7		)	(24.9		)
Interest expense	(18.1		)	(6.0		)
Income from continuing operations before income taxes	$	49.7		$	58.6

	March 31,		December 31,
Business Segments (in millions)	2010		2009
Total Assets:
Flexible Packaging	$	3,759.9	$	2,483.3
Pressure Sensitive Materials	307.0		303.0
Total identifiable assets (2)	4,066.9		2,786.3
Corporate assets (3)	277.1		1,142.4
Total	$	4,344.0	$	3,928.7

(1)	Operating profit (loss) is defined as profit (loss) from continuing operations before general corporate expense, interest expense, income taxes, and noncontrolling interests.
(2)	Total assets by business segment include only those assets that are specifically identified with each segment’s operations.
(3)	Corporate assets are principally cash and cash equivalents, prepaid expenses, prepaid income taxes, prepaid pension benefit costs, corporate tangible and intangible property, and current and long-term assets of discontinued operations.

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