Bemis 10-Q 2010 Q2 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						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Net sales	$	1,270,215		$	866,379		$	2,291,944		$	1,709,772
Costs and expenses:
Cost of products sold	1,039,896			688,000			1,875,784			1,367,361
Selling, general and administrative expenses	112,743			88,718			219,730			177,473
Research and development	8,725			6,533			14,350			12,575
Other operating (income) expense, net	(3,637		)	(429		)	4,799			4,881
Interest expense	18,540			5,861			36,677			11,884
Other non-operating (income) expense, net	832			(801		)	(2,207		)	(1,547		)
Income from continuing operations before income taxes	93,116			78,497			142,811			137,145
Provision for income taxes	33,500			28,800			51,400			50,100
Income from continuing operations	59,616			49,697			91,411			87,045
Income from discontinued operations, net of tax	1,961						2,615
Net income	61,577			49,697			94,026			87,045
Less: Net income attributable to noncontrolling interests	1,938			1,176			3,604			1,814
Net income attributable to Bemis Company, Inc.	$	59,639		$	48,521		$	90,422		$	85,231
Amounts attributable to Bemis Company, Inc.:
Income from continuing operations, net of tax	$	57,678		$	48,521		$	87,807		$	85,231
Income from discontinued operations, net of tax	1,961						2,615
Net income attributable to Bemis Company, Inc.	$	59,639		$	48,521		$	90,422		$	85,231
Basic earnings per share:
Income from continuing operations	$	0.52		$	0.47		$	0.79		$	0.83
Income from discontinued operations	0.02						0.02
Net income attributable to Bemis Company, Inc.	$	0.54		$	0.47		$	0.81		$	0.83
Diluted earnings per share:
Income from continuing operations	$	0.52		$	0.47		$	0.79		$	0.82
Income from discontinued operations	0.02			—			0.02			—
Net income attributable to Bemis Company, Inc.	$	0.54		$	0.47		$	0.81		$	0.82
Cash dividends paid per share	$	0.230		$	0.225		$	0.460		$	0.450

See accompanying notes to consolidated financial statements.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands, except share amounts)

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

See accompanying notes to consolidated financial statements.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

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

See accompanying notes to consolidated financial statements.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(dollars in thousands, except per share amounts)

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

See accompanying notes to consolidated financial statements.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

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

Note 2 — New Accounting Guidance

Subsequent Events

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

Fair Value Measurements and Disclosures

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

Note 3 — Acquisitions

Acquisition of Alcan Packaging Food Americas

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

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

The total purchase price for the acquisition was as follows:

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

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

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

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

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

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

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

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

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

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

Acquisition of South American Rigid Packaging Operations of Huhtamaki Oyj

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

Note 4 — Discontinued Operations

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

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

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

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

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

Note 5 — Subsequent Event

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

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

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

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

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

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

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

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

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

Note 7 — Derivative Instruments

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

The Company enters into certain currency swap contracts that are not hedges to manage changes in the fair value of U.S. dollar denominated debt held in Brazil.  The contracts effectively convert a portion of that debt to the functional currency of its Brazilian operation.  These currency swap contracts generally have maturities that match the maturities of the underlying debt.  The Company has not designated these derivative instruments as hedging instruments.  There were no outstanding currency swap contracts of this nature at June 30, 2010.  At December 31, 2009, the Company had outstanding currency swap contracts with notional amounts aggregating $18.4 million.  The fair value related to active swap contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other costs (income), net, which offsets the related transaction gains or losses.

The Company enters into forward exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables.  Forward exchange contracts generally have maturities of less than six months and relate primarily to major Western European currencies for our European operations, the U.S. dollar for our Brazilian operations, and the U.S. and Australian dollars for our New Zealand operations.  The Company has not designated these derivative instruments as hedging instruments.  At June 30, 2010 and December 31, 2009, the Company had outstanding forward exchange contracts with notional amounts aggregating $20.7 million and $18.3 million, respectively.  The net settlement amount (fair value) related to active forward exchange contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other costs (income), net, which offsets the related transaction gains or losses.

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

The Company is exposed to credit loss in the event of non-performance by counterparties in currency swap and forward exchange contracts.  Collateral is generally not required of the counterparties or of the Company.  In the event a counterparty fails to meet the contractual terms of a currency swap or forward exchange contract, the Company’s risk is limited to the fair value of the instrument.  The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties.  The Company has not had any historical instances of non-performance by any counterparties, nor does it anticipate any future instances of non-performance.

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

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

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

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

Note 8 — Inventories

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

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

Note 9 — Goodwill and Other Intangible Assets

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

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

The components of amortized intangible assets follow:

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

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

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Note 10 — Components of Net Periodic Benefit Cost

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

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

Note 11 — Stock Incentive Plans

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

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

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

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

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

Distribution of stock awards is made in the form of shares of the Company’s common stock on a one for one basis.  Distribution of the shares will normally be made not less than three years, nor more than six years, from the date of the stock award grant.  Stock awards for directors vest immediately.  All other stock awards granted under the plans are subject to restrictions as to continuous employment, except in the case of death, permanent disability, or retirement.  Approximately 18 percent of the stock awards granted in 2010 and 50 percent of stock awards granted in 2009 are also subject to the degree to which specified total shareholder return conditions are satisfied.  In addition, cash payments are made during the vesting period on the outstanding stock awards granted prior to January 1, 2010, equal to the dividend on the Company’s common stock.  Cash payments equal to dividends on awards made on or after January 1, 2010, will be distributed at the same time as the shares of common stock to which they relate.  The cost of the award is based on the fair market value of the stock on the date of grant and is charged to income over the requisite service period.

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

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

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

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

Note 12 — Total Comprehensive Income (Loss)

The components of total other comprehensive income are as follows:

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

Note 13 — Noncontrolling Interests

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

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

Note 14 — Earnings Per Share Computations

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

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2010			2009			2010			2009
Numerator
Net income attributable to Bemis Company, Inc.	$	59,639		$	48,521		$	90,422		$	85,231
Income allocated to participating securities	(1,071		)	(1,568		)	(1,672		)	(2,750		)
Net income available to common shareholders (1)	$	58,568		$	46,953		$	88,750		$	82,481
Denominator
Weighted average common shares outstanding — basic	109,103			99,909			109,049			99,888
Dilutive shares	104			147			119			128
Weighted average common and common equivalent shares outstanding — diluted	109,207			100,056			109,168			100,016

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

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

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

Note 15 — Legal Proceedings

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

Environmental Matters

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

Alcan Packaging Acquisition

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

São Paulo Tax Dispute

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

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

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

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

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

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

Brazil Investigation

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

Labelstock Class Actions

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

The Company and Morgan Adhesives Company have also been named in three lawsuits filed in the California Superior Court in San Francisco. These three lawsuits, which have been consolidated, sought to represent a class of all California indirect purchasers of labelstock and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  The Company entered into a settlement agreement on July 1, 2010 for the California lawsuit for $110,000.  The California Superior Court granted preliminary approval to the settlement on July 23, 2010, and the final approval hearing is scheduled for December 8, 2010.

Finally, the Company has been named in one lawsuit in Vermont, seeking to represent a class of all Vermont indirect purchasers of labelstock, one lawsuit in Nebraska seeking to represent a class of all Nebraska indirect purchasers of labelstock, one lawsuit in Kansas seeking to represent a class of all Kansas indirect purchasers of labelstock, and one lawsuit in Tennessee, seeking to represent a class of purchasers of labelstock in various jurisdictions, all alleging a conspiracy to fix prices within the self-adhesive labelstock industry.  On November 20, 2009, the Company and Morgan Adhesives Company entered into a settlement with the plaintiffs in the class actions filed in Nebraska, Kansas, Tennessee, and Vermont, pursuant to which the Company agreed to pay $90,000 in return for a full and complete release of all claims in those class actions.  The Company agreed to pay this settlement amount to avoid the expense of further litigation.  On November 24, 2009, the Circuit Court for Cocke County, Tennessee at Newport granted preliminary approval to the settlement of the class actions filed in Nebraska, Kansas, Tennessee, and Vermont.  On March 12, 2010, the Court granted final approval of the settlement.

The Company is currently not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on the business, results of operations, financial position, or liquidity of the Company.

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

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

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

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

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

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

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

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