Bemis 10-Q 2011 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,
	2011			2010
Net sales	$	1,324,428		$	1,021,729
Cost of products sold	1,094,575			835,888
Gross profit	229,853			185,841
Operating expenses:
Selling, general and administrative expenses	126,175			106,987
Research and development	7,587			5,625
Other operating (income) expense, net	(7,061		)	8,436
Operating income	103,152			64,793
Interest expense	18,336			18,137
Other non-operating (income) expense, net	1,720			(3,039		)
Income from continuing operations before income taxes	83,096			49,695
Provision for income taxes	30,300			17,900
Income from continuing operations	52,796			31,795
Income from discontinued operations, net of tax				654
Net income	52,796			32,449
Less: Net income attributable to noncontrolling interests	1,586			1,666
Net income attributable to Bemis Company, Inc.	$	51,210		$	30,783
Amounts attributable to Bemis Company, Inc.:
Income from continuing operations, net of tax	$	51,210		$	30,129
Income from discontinued operations, net of tax				654
Net income attributable to Bemis Company, Inc.	$	51,210		$	30,783
Basic earnings per share:
Income from continuing operations	$	0.47		$	0.27
Income from discontinued operations				0.01
Net income attributable to Bemis Company, Inc.	$	0.47		$	0.28
Diluted earnings per share:
Income from continuing operations	$	0.47		$	0.27
Income from discontinued operations				0.01
Net income attributable to Bemis Company, Inc.	$	0.47		$	0.28
Cash dividends paid per share	$	0.24		$	0.23

See accompanying notes to consolidated financial statements.

10

FINANCIAL STATEMENTS — UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands, except share amounts)

	March 31,			December 31,
	2011			2010
ASSETS
Cash and cash equivalents	$	56,065		$	60,404
Accounts receivable, net	712,296			637,738
Inventories, net	722,508			673,863
Prepaid expenses and other current assets	101,335			94,914
Total current assets	1,592,204			1,466,919
Property and equipment, net	1,531,813			1,540,753
Goodwill	1,020,804			1,013,697
Other intangible assets, net	197,178			200,116
Deferred charges and other assets	68,084			64,346
Total other long-term assets	1,286,066			1,278,159
TOTAL ASSETS	$	4,410,083		$	4,285,831
LIABILITIES
Current portion of long-term debt	$	3,264		$	2,941
Short-term borrowings	98			6
Accounts payable	522,620			548,042
Accrued salaries and wages	86,402			103,024
Accrued income and other taxes	32,596			21,246
Total current liabilities	644,980			675,259
Long-term debt, less current portion	1,417,305			1,283,525
Deferred taxes	167,206			158,289
Other liabilities and deferred credits	243,837			241,326
Total Liabilities	2,473,328			2,358,399
EQUITY
Bemis Company, Inc. shareholders’ equity:
Common stock issued (126,830,754 and 126,627,875 shares)	12,683			12,663
Capital in excess of par value	569,499			568,035
Retained earnings	1,776,655			1,751,908
Accumulated other comprehensive income	126,462			91,117
Common stock held in treasury (20,629,702 and 18,953,971 shares at cost)	(598,445		)	(544,100		)
Total Bemis Company, Inc. shareholders’ equity	1,886,854			1,879,623
Noncontrolling interests	49,901			47,809
Total Equity	1,936,755			1,927,432
TOTAL LIABILITIES AND EQUITY	$	4,410,083		$	4,285,831

See accompanying notes to consolidated financial statements.

11

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Three Months Ended
	March 31,
	2011			2010
Cash flows from operating activities
Net income	$	52,796		$	32,449
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	55,593			42,717
Excess tax benefit from share-based compensation arrangements	(431		)	(2,380		)
Share-based compensation	4,680			5,814
Deferred income taxes	6,416			(786		)
Income of unconsolidated affiliated company	(823		)	(657		)
(Gain) loss on sales of property and equipment	780			(82		)
Changes in working capital, excluding effect of acquisitions	(132,516		)	(65,665		)
Net change in deferred charges and credits	4,944			(8,187		)
Net cash provided by (used in) operating activities	(8,561		)	3,223
Cash flows from investing activities
Additions to property and equipment	(27,917		)	(17,534		)
Business acquisitions and adjustments, net of cash acquired	(16,206		)	(1,222,111		)
Proceeds from sales of property and equipment	658			189
Net cash used in investing activities	(43,465		)	(1,239,456		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	249			10,980
Repayment of long-term debt	(91		)	(28,456		)
Net borrowing of commercial paper	133,300			285,369
Net borrowing of short-term debt	89			4,778
Cash dividends paid to shareholders	(26,104		)	(25,921		)
Common stock purchased for the treasury	(54,345		)
Excess tax benefit from share-based compensation arrangements	431			2,380
Stock incentive programs and related tax withholdings	(3,457		)	(14,383		)
Net cash provided by financing activities	50,072			234,747
Effect of exchange rates on cash and cash equivalents	(2,385		)	(359		)
Net decrease in cash and cash equivalents	(4,339		)	(1,001,845		)
Cash and cash equivalents balance at beginning of year	60,404			1,065,687
Cash and cash equivalents balance at end of period	$	56,065		$	63,842
Supplemental disclosure of cash flow information
Business acquisitions and adjustments, net of cash acquired:
Working capital acquired, net	$	16,034		$	229,105
Goodwill and intangible assets acquired, net	(858		)	443,545
Fixed and other long-term assets	961			555,230
Deferred taxes and other liabilities	(311		)	(21,648		)
Subsidiary shares of noncontrolling interests	380			15,879
Cash used for acquisitions	$	16,206		$	1,222,111
Interest paid during the period	$	26,230		$	27,856
Income taxes paid during the period	$	17,707		$	20,062

See accompanying notes to consolidated financial statements.

12

FINANCIAL STATEMENTS — UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(dollars in thousands, except per share amounts)

	Bemis Company, Inc. Shareholders
									Accumulated
			Capital In						Other			Common
	Common		Excess of			Retained			Comprehensive			Stock Held			Noncontrolling
	Stock		Par Value			Earnings			Income (Loss)			In Treasury			Interests			Total
Balance at December 31, 2009	$	12,565	$	567,247		$	1,649,804		$	72,457		$	(498,341	)	$	47,951		$	1,851,683
Net income						30,783									1,666			32,449
Unrecognized gain reclassified to earnings, net of tax of $84									(132		)							(132		)
Translation adjustment									(24,402		)				(575		)	(24,977		)
Pension liability adjustment, net of tax effect of $1,649									2,869									2,869
Total comprehensive income																		10,209
Cash dividends declared on common stock ($0.23 per share)						(25,921		)										(25,921		)
Stock incentive programs and related tax withholdings (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
Balance at December 31, 2010	$	12,663	$	568,035		$	1,751,908		$	91,117		$	(544,100	)	$	47,809		$	1,927,432
Net income						51,210									1,586			52,796
Unrecognized gain reclassified to earnings, net of tax of $84									(132		)							(132		)
Translation adjustment									31,580						716			32,296
Pension liability adjustment, net of tax effect of $2,240									3,897									3,897
Total comprehensive income																		88,857
Cash dividends declared on common stock ($0.24 per share)						(26,463		)										(26,463		)
Stock incentive programs and related tax withholdings (202,879 shares)	20		(3,477		)													(3,457		)
Excess tax benefit from share- based compensation arrangements			431															431
Share-based compensation			4,680															4,680
Purchase of subsidiary shares from noncontrolling interests			(170		)										(210		)	(380		)
Purchase of 1,675,731 shares of common stock												(54,345		)				(54,345		)
Balance at March 31, 2011	$	12,683	$	569,499		$	1,776,655		$	126,462		$	(598,445	)	$	49,901		$	1,936,755

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

Note 2 — New Accounting Guidance

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 fiscal years beginning after December 15, 2010.  This portion of the guidance will expand the Company’s disclosures and will not impact its financial position or results of operations.

Note 3 — Acquisitions

Acquisition of Alcan Packaging Food Americas

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

In compliance with regulatory requirements for approval of the transaction in the United States, the Company was obligated to divest a portion of the acquired business, which included two facilities.  This portion of the business was related primarily to sales of flexible packaging for retail natural cheese products and shrink bag packaging for fresh meat products.  The sale of this portion of the business was completed on July 13, 2010 as discussed in Note 4 — Discontinued Operations.  The 2009 annual net sales associated with the sold business were approximately $156 million.  Operating results associated with this sold business have been classified on the consolidated statement of income as income from discontinued operations, net of tax.

The total purchase price for the acquisition was as follows:

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

Certain customary working capital adjustments were made to the purchase price in the first quarter of 2011.  The majority of the financing for this transaction was completed during the third quarter of 2009 through the issuance of $800.0 million of public bonds and 8.2 million common shares issued in a secondary public stock offering.  The remaining cash purchase price was financed in the commercial paper market in advance of closing.  The Company incurred $59.4 million in acquisition-related fees which were recorded in other operating expense in the consolidated statement of income, of which $15.6 million were incurred in the year ended December 31, 2010 and $43.8 million were incurred in the year ended December 31, 2009.

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The allocation of the purchase price to the assets acquired and liabilities assumed is based on the estimated fair values at the date of acquisition.  The allocation resulted in goodwill of approximately $353.3 million, which is attributed to business synergies and intangible assets that do not meet the criteria for separate recognition.  The Company expects that approximately $308.5 million of this goodwill will be deductible for tax purposes.  Other long-term assets include an adjustment of approximately $17.9 million to record assets related to the indemnity provisions of the sale and purchase agreement, and are primarily related to tax matters.  The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the acquisition date:

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

The determination of fair value for acquired intangible assets was primarily based upon the discounted expected cash flows.  The determination of useful life was based upon historical acquisition experience, economic factors, and future cash flows of the assets acquired.  The amortization expense related to these intangible assets was $1.8 million and $3.9 million for the three months ended March 31, 2011 and March 31, 2010, respectively, using straight-line amortization.  The fair values and useful lives that have been assigned to the acquired identifiable intangible assets follow:

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

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

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The following unaudited pro forma financial information for the three months ended March 31, 2010 reflects the results of operations as if the acquisition of the Food Americas operations of Alcan Packaging had been completed on January 1, 2010.  No pro forma results are presented for the three months ended March 31, 2011 as the results of the acquired company are included in the actual three month results.  Pro forma adjustments have been made for the elimination of sales of discontinued operations and changes in depreciation and amortization expenses related to the valuation of the acquired fixed and intangible assets and assumed liabilities at fair value, the addition of incremental interest costs related to debt used to finance the acquisition, and the tax benefits related to the increased costs.

	Three Months Ended
(in thousands)	March 31, 2010
Net sales
Pro forma	$	1,217,643
As reported	1,021,729
Net income attributable to Bemis Company, Inc.
Pro forma	$	35,315
As reported	30,783
Diluted earnings per share
Pro forma	$	0.32
As reported	0.28

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.

Note 4 — Discontinued Operations

As discussed in Note 3 - Acquisitions, we were obligated to divest a portion of the acquired Alcan Packaging Food Americas business in the United States in order to comply with regulatory requirements for approval of the transaction.  This portion of the business included two facilities and was primarily related to the production and sales of flexible packaging for retail natural cheese products and shrink bag packaging for fresh meat products.  The sale of this portion of the business was completed on July 13, 2010 for net cash proceeds of approximately $75.2 million.  Prior to the sale, the assets and liabilities for these operations were segregated as assets and liabilities of discontinued operations on the consolidated balance sheet.  The pre-sale goodwill and intangible assets values were adjusted to reflect our updated estimate of fair value of the assets of the discontinued operations less estimated selling costs as of March 1, 2010. This resulted in no gain or loss on the sale of discontinued operations.

From the March 1, 2010, date of the Food Americas acquisition, through the July 13, 2010 sale date, the operating results associated with this portion of the acquired business were classified as discontinued operations.  In accordance with current accounting guidance, income from discontinued operations does not include depreciation or amortization expense.  The operating results of the discontinued operations from March 1, 2010 through March 31, 2010 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

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, 2011 and December 31, 2010, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturities of these instruments.

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

Since June 30, 2010, the fair value measurements of the Company’s long-term debt, including current maturities, primarily represent exchange-traded securities which are valued at quoted prices (unadjusted) in active markets for identical securities that we have the ability to access as of the reporting date.  Prior to June 30, 2010, the Company used discounted cash flow analyses to estimate fair value based on the

16

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 March 31, 2011 and December 31, 2010 follow:

	March 31, 2011				December 31, 2010
	Carrying		Fair Value		Carrying		Fair Value
(in thousands)	Value		(Level 2)		Value		(Level 2)
Total long-term debt	$	1,419,809	$	1,520,584	$	1,285,674	$	1,388,019

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

	(Level 2)
(in thousands)	March 31, 2011			December 31, 2010
Currency swaps — net asset (liability) position	$	(1,676	)	$	(1,368	)
Forward exchange contracts — net asset (liability) position	$	(31	)	$	13

Note 6 — Derivative Instruments

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

The Company enters into currency swap contracts that are not hedges to manage changes in the fair value of U.S. dollar denominated debt held in Brazil.  The contracts effectively convert a portion of that debt to the functional currency of its Brazilian operation.  The Company has not designated these derivative instruments as hedging instruments.  At March 31, 2011, and December 31, 2010, the Company had outstanding currency swap contracts with notional amounts aggregating $87.6 million and $86.4 million, 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 operating (income) expense, net, which offsets the related transaction gains or losses.

The Company enters into forward exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables.  Forward exchange contracts generally have maturities of less than six months and relate primarily to major Western European currencies for our European operations, the U.S. dollar for our Brazilian operations, and the U.S. and Australian dollars for our New Zealand operations.  The Company has not designated these derivative instruments as hedging instruments.  At March 31, 2011, and December 31, 2010, the Company had outstanding forward exchange contracts with notional amounts aggregating $15.4 million and $12.0 million, respectively.  The net settlement amount (fair value) related to active forward exchange contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other operating (income) expense, net, which offsets the related transaction gains or losses.

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

The fair values and balance sheet presentation of derivative instruments not designated as hedging instruments at March 31, 2011 and December 31, 2010 are presented in the table below:

		Fair Value		Fair Value
		As of		As of
(in thousands)	Balance Sheet Location	March 31, 2011		December 31, 2010
Asset Derivatives
Currency swaps	Accounts receivable	$		$
Forward exchange contracts	Accounts receivable	10		90
Total asset derivatives not designated as hedging instruments		$	10	$	90

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		Fair Value		Fair Value
		As of		As of
(in thousands)	Balance Sheet Location	March 31, 2011		December 31, 2010
Liability Derivatives
Currency swaps	Accounts payable	$	1,676	$	1,368
Forward exchange contracts	Accounts payable	41		77
Total liability derivatives not designated as hedging instruments		$	1,717	$	1,445

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

	Location of (Gain) Loss	Amount of (Gain) Loss Recognized in Income on Derivatives
	Recognized in Income	Three Months Ended			Three Months Ended
(in thousands)	on Derivatives	March 31, 2011			March 31, 2010
Currency swap contracts	Other operating (income) expense, net	$	3,920		$	551
Forward exchange contracts	Other operating (income) expense, net	(1,186		)	127
Total		$	2,734		$	678

Note 7 — Inventories

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

	March 31,			December 31,
(in thousands)	2011			2010
Raw materials and supplies	$	266,767		$	249,782
Work in process and finished goods	496,109			458,281
Total inventories, gross	762,876			708,063
Less inventory reserves	(40,368		)	(34,200		)
Total inventories, net	$	722,508		$	673,863

Note 8 — Goodwill and Other Intangible Assets

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

	Flexible Packaging			Pressure Sensitive
(in thousands)	Segment			Materials Segment		Total
Reported balance at December 31, 2010	$	961,039		$	52,658	$	1,013,697
Acquisition adjustments	(858		)			(858		)
Currency translation	7,901			64		7,965
Reported balance at March 31, 2011	$	968,082		$	52,722	$	1,020,804

The components of amortized intangible assets follow:

	March 31, 2011					December 31, 2010
(in thousands)	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets	Amount		Amortization			Amount		Amortization
Contract based	$	15,447	$	(12,743	)	$	15,447	$	(12,468	)
Technology based	92,462		(31,249		)	92,149		(29,629		)
Marketing related	27,294		(13,713		)	26,833		(13,253		)
Customer based	169,924		(50,244		)	168,115		(47,078		)
Reported balance	$	305,127	$	(107,949	)	$	302,544	$	(102,428	)

Amortization expense for intangible assets during the first three months of 2011 was $4.5 million.  Estimated amortization expense for the remainder of 2011 is $12.7 million; $16.0 million for 2012; $15.5 million for 2013; $14.6 million for 2014; $14.2 million for 2015 and $14.0 million for 2016.  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 benefit pension 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 2010 Annual Report on Form 10-K are expected to continue unchanged throughout 2011.

	For the Quarter Ended March 31,
	Pension Benefits						Other Benefits
(in thousands)	2011			2010			2011			2010
Service cost — benefits earned during the period	$	3,387		$	3,248		$	5,137		$	3,934
Interest cost on projected benefit obligation	8,865			8,825			98			138
Expected return on plan assets	(10,072		)	(10,122		)
Amortization of unrecognized transition obligation	61			62
Amortization of prior service cost	519			648			(187		)	(138		)
Recognized actuarial net (gain) or loss	5,856			4,055			(111		)	(112		)
Net periodic benefit cost	$	8,616		$	6,716		$	4,937		$	3,822

Note 10 — Stock Incentive Plans

The Company’s 2007 (adopted in 2006) Stock Incentive Plan provides for the issuance of up to 6,000,000 shares of common stock to certain employees.  The plan expires 10 years after its inception, at which point no further stock options or performance units (commonly referred to as stock awards) may be granted.  As of March 31, 2011 and December 31, 2010, 4,350,260 and 4,541,522 shares were available for future grants under the plan, respectively.  Shares forfeited by an employee become available for future grants.

Stock Options

Stock options have not been granted since 2003, and all stock options outstanding at March 31, 2011 are fully vested.  Stock options were granted at prices equal to fair market value on the date of the grant and were exercisable, upon vesting, over varying periods up to ten years from the date of grant.  Stock options for directors vested immediately, while options for Company employees generally vested over three years (one-third per year).  Details of the exercisable stock options are presented in the table below:

	Aggregate				Per Share	Weighted-Average
	Intrinsic Value		Number of		Option Price	Exercise Price
	(in thousands)		Options		Range	Per Option
Exercisable at December 31, 2010	$	1,991	250,946		$22.04 - $26.95	$	24.72
Exercised			(5,400	)	$22.04	$	22.04
Exercisable at March 31, 2011	$	1,971	245,546		$24.59 - $26.95	$	24.78

The weighted-average remaining contractual life of the outstanding and exercisable options at March 31, 2011 was 1.4 years.

Stock Awards

Distribution of stock awards is made in the form of shares of the Company’s common stock on a one for one basis.  Distribution of the shares will normally be made not less than three years, nor more than six years, from the date of the stock award grant.  Stock awards for directors vest immediately.  All other stock awards granted under the plans are subject to restrictions as to continuous employment, except in the case of death, permanent disability, or retirement.  Approximately 48 percent of the stock awards granted in 2011 and 18 percent of stock awards granted in 2010 are also subject to the degree to which specified total shareholder return conditions are satisfied.  In addition, cash payments are made during the vesting period on the outstanding stock awards granted prior to January 1, 2010, equal to the dividend on the Company’s common stock.  Cash payments equal to dividends on awards made on or after January 1, 2010, will be distributed at the same time as the shares of common stock to which they relate.  The cost of the award is based on the fair market value of the stock on the date of grant and is charged to income over the requisite service period.  Total compensation expense related to stock incentive plans was $4.7 million and $5.8 million as of March 31, 2011 and 2010, respectively.

As of March 31, 2011, the unrecorded compensation cost for stock awards was $46.3 million and will be recognized over the remaining vesting period for each grant which ranges between December 31, 2011 and December 31, 2015.  The remaining weighted-average life of all stock awards outstanding as of March 31, 2011, was 2.8 years.  These awards are considered equity-based awards and are therefore classified as a component of additional paid-in capital.

The following table summarizes all stock awards unit activity from December 31, 2010 to March 31, 2011:

	Aggregate
	Intrinsic Value (in thousands)		Number of Stock Awards
Outstanding units granted at December 31, 2010	$	103,053	3,158,335
Units Granted			274,567
Units Paid (in shares)			(307,149	)
Units Canceled			(83,305	)
Outstanding value and units granted at March 31, 2011	$	99,823	3,042,448

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Note 11 — Accumulated Other Comprehensive Income (Loss)

The components of total other comprehensive income are as follows:

	For the Quarter Ended March 31,
(in thousands)	2011		2010
Comprehensive income (loss) attributable to Bemis Company, Inc.	$	86,555	$	9,118
Comprehensive income (loss) attributable to Noncontrolling interests	2,302		1,091
Total comprehensive income (loss)	$	88,857	$	10,209

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

	March 31,			December 31,
(in thousands)	2011			2010
Foreign currency translation	$	274,924		$	243,344
Pension liability adjustment, net of deferred tax effect of $89,914 and $92,154	(148,988		)	(152,885		)
Unrecognized gain on derivative, net of deferred tax effect of $336 and $420	526			658
Accumulated other comprehensive income (loss)	$	126,462		$	91,117

Note 12 — Noncontrolling Interests

On February 15, 2011, the Company completed the acquisition of the remaining 0.83 percent noncontrolling interest in American Plast S.A. for $0.4 million.  On March 15, 2010, the Company had 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:

	Three Months Ended March 31,
(in thousands)	2011			2010
Net income attributable to Bemis Company, Inc.	$	51,210		$	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	(170		)	(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	(170		)	(8,992		)
Change from net income attributable to Bemis Company, Inc. and transfers to noncontrolling interests	$	51,040		$	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.  Participating securities under this guidance 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 March 31,
(in thousands, except per share amounts)	2011			2010
Numerator
Net income attributable to Bemis Company, Inc.	$	51,210		$	30,783
Income allocated to participating securities	(759		)	(586		)
Net income available to common shareholders (1)	$	50,451		$	30,197
Denominator
Weighted average common shares outstanding — basic	107,142			108,993
Dilutive shares	353			134
Weighted average common and common equivalent shares outstanding — diluted	107,495			109,127
Earnings per Share
Basic	$	0.47		$	0.28
Diluted	$	0.47		$	0.28

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	Three Months Ended March 31,
(in thousands, except percentages)	2011		2010
(1)   Basic weighted average common shares outstanding	107,142		108,993
Basic weighted average common shares outstanding and unvested employee stock awards	108,753		111,109
Percentage allocated to common shareholders	98.5	%	98.1	%

Certain stock options and stock awards outstanding were not included in the computation of diluted earnings per share above because they would not have had a dilutive effect.  Such stock options and stock awards represented an aggregate of -0- shares at March 31, 2011 and 1,260,473 shares at March 31, 2010.

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.

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 $67.3 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the March 31, 2011 exchange rate.  Dixie Toga challenged the assessments and ultimately litigated the issue in two annulment actions filed on November 24, 1998 and August 16, 1999 in the Lower Tax Court in the city of São Paulo.  A decision by the Lower Tax Court in the city of São Paulo in 2002 cancelled all of the assessments for the years 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga had each appealed parts of the lower court decision.  On February 8, 2010, the São Paulo Court of Justice issued a Decision in favor of Dixie Toga.  This Decision has been appealed by the City of São Paulo.  In the event of a successful appeal by the City and an adverse resolution, the estimated amount for these years could be substantially increased for additional interest, monetary adjustments and costs from the date of acquisition.

The City has also asserted the applicability of the city services tax for the subsequent years 1996-2001 and has issued assessments for those years for Dixie Toga and for Itap Bemis Ltda., a Dixie Toga subsidiary.  The assessments for those years were upheld at the administrative level and are being challenged by the companies.  The assessments at the date of acquisition for these years for tax and penalties (exclusive of interest and monetary adjustments) are estimated to be approximately $10.1 million for Itap Bemis and $32.7 million for Dixie Toga, translated to U.S. dollars at the March 31, 2011 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $50.2 million for Itap Bemis and $145.1 million for Dixie Toga for interest, monetary adjustments and costs.

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

The City has also asserted the applicability of the city services tax for the subsequent years 2004-2009.  The assessments issued by the City for these years have been received and are being challenged by the Company at the administrative level.  The assessments for tax, penalties, and interest are estimated to be approximately $33.9 million, translated to U.S. dollars at the March 31, 2011 exchange rate.

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

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Brazil Investigation

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

Other

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

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

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

	For the Quarter Ended March 31,
Business Segments (in millions)	2011			2010
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	1,180.1		$	881.7
Pressure Sensitive Materials	145.3			142.2
Intersegment Sales:
Flexible Packaging	(0.7		)	(0.3		)
Pressure Sensitive Materials	(0.3		)	(1.9		)
Total net sales	$	1,324.4		$	1,021.7
Operating Profit and Pretax Profit:
Flexible Packaging operating profit	$	116.3		$	93.9
Pressure Sensitive Materials operating profit	9.9			6.6
General corporate expenses	(23.0		)	(35.7		)
Operating income	103.2			64.8
Interest expense	18.3			18.1
Other non-operating (income) expense	1.8			(3.0		)
Income from continuing operations before income taxes	$	83.1		$	49.7

	March 31,		December 31,
Business Segments (in millions)	2011		2010
Total Assets:
Flexible Packaging	$	3,874.6	$	3,792.5
Pressure Sensitive Materials	319.2		305.6
Total identifiable assets (1)	4,193.8		4,098.1
Corporate assets (2)	216.3		187.7
Total	$	4,410.1	$	4,285.8

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

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

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