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

Overview

Bemis Company, Inc. is a leading global manufacturer of flexible packaging and pressure sensitive materials supplying a variety of markets.

Market Conditions

Weak global economic conditions continue to create a challenging environment. While the majority of our products are sold for food applications, our customers who operate in the advertising, automotive, housing, and industrial product markets are experiencing weak demand for their products. In the more resilient food and consumer staples markets, consumers have increasingly focused on private label products and managing their food budgets.

The economic downturn that started in the second half of 2008 impacted economies around the world; however, we have noted that economic conditions in Brazil are strengthening ahead of our markets in North America or Europe. With 13 plants located in South America, we are well positioned to benefit from economic growth in that region of the world.

Polymer resins, the primary raw materials used in our flexible packaging business segment, experienced rapid and steep cost increases during the first nine months of 2008, followed by rapid and steep cost decreases for the next nine months ended June 30, 2009. The impact on our performance was margin pressure during periods of cost increase and some margin boost as raw material costs decreased. During the third quarter of 2009, resin costs were relatively stable.

Pending Acquisition of Alcan Packaging Food Americas

On July 5, 2009, Bemis announced that it had signed a definitive agreement to acquire the Food Americas operations of Alcan Packaging, a business unit of international mining group Rio Tinto plc (LON: RIO; ASX: RIO), for $1.2 billion. Pursuant to the agreement, Bemis will acquire 23 Food Americas flexible packaging facilities in the U.S., Canada, Mexico, Brazil, Argentina, and New Zealand. These facilities produce flexible packaging for the food and beverage industries. We are currently in the process of fulfilling a request for additional information and documentary material received from the U.S. Department of Justice on September 16, 2009, in connection with its Hart-Scott-Rodino regulatory review. We are also in the process of fulfilling requests for additional information from antitrust authorities in Mexico, Canada, and Brazil. The transaction is expected to be approved by the end of 2009, and Bemis will complete the acquisition as soon as possible thereafter. The majority of the financing for this transaction was completed during the third quarter of 2009 through the issuance of public bonds and common shares issued in a public stock offering. The remaining cash purchase price is expected to be financed in the commercial paper market at the time of closing.

July 2009 Public Bond Issuance

On July 27, 2009, we issued $400.0 million of bonds due in 2014 with a fixed interest rate of 5.65 percent and $400.0 million of bonds due in 2019 with a fixed interest rate of 6.80 percent. The net proceeds of these bonds will be used as partial funding of the acquisition of the Alcan Packaging Food Americas business.

July 2009 Common Stock Offering

Bemis issued 8.2 million shares of common stock through a public stock offering during the third quarter. The $202.8 million of net proceeds from this stock offering will also be used as partial funding of the Alcan Packaging Food Americas business.

Results of Operations - Third Quarter 2009

Consolidated Overview

Net sales for the third quarter ended September 30, 2009, were $898.9 million compared to $984.3 million in the third quarter of 2008, a decrease of 8.7 percent. Currency effects decreased net sales by 3.6 percent compared to the same quarter of 2008. The positive net sales impact of the June 2009 acquisition of the South American rigid packaging operations of Huhtamaki Oyj was 1.9 percent during the quarter.

Net income attributable to Bemis Company, Inc. totaled $35.8 million for the third quarter of 2009, compared to $44.3 million for the same period of 2008. Diluted earnings per share were $0.33 for the third quarter compared to $0.43 in the third quarter of 2008.

Current quarter results were negatively impacted by $16.0 million or $0.09 per share of expenses associated with the planned acquisition of Alcan Packaging Food Americas announced on July 5, 2009. In addition, current quarter earnings per share were reduced by a

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total of $0.08 related to the impact of the July 2009 issuance of public bonds and common stock described above. The current quarter results also included a $3.6 million or $0.02 per share gain on sale of property in Brazil.

Flexible Packaging Business Segment

Net sales for the flexible packaging business segment, which represented about 85 percent of total Company net sales this quarter, decreased to $764.1 million this quarter compared to $826.4 million in the third quarter of 2008, a 7.5 percent decrease. Currency effects accounted for a 3.8 percent net sales decrease during the current quarter. The positive net sales impact of the June 2009 acquisition of the South American rigid packaging operations of Huhtamaki Oyj was 2.2 percent during the quarter. The remaining 5.9 percent decrease in net sales was driven principally by lower unit volumes compared to the third quarter of 2008.

Operating profit from the flexible packaging business segment was $106.0 million during the third quarter of 2009 compared to $82.4 million during the third quarter of 2008. Operating profit as a percentage of net sales for the third quarter of 2009 was 13.9 percent compared to 10.0 percent for the third quarter of 2008. The net effect of currency translation and foreign exchange transactions decreased operating profit in the third quarter of 2009 by $1.3 million compared to the same quarter of 2008. A $3.6 million gain on sale of property in Brazil is also included in operating profit for the third quarter of 2009. Improved operating results in 2009 are primarily reflective of successful cost management and improved sales mix. Operating margins in 2008 were negatively impacted by substantial increases in raw material costs during the third quarter.

Pressure Sensitive Materials Business Segment

Third quarter net sales for the pressure sensitive materials business segment were $134.8 million in 2009 compared to $157.9 million in 2008, a decrease of 14.6 percent. Currency effects accounted for a 2.8 percent net sales decline. Lower volume in each of the product lines in this business segment has substantially reduced net sales in 2009. The effect of currency translation was not significant to the results of the quarter.

Operating profit from the pressure sensitive materials business in the third quarter of 2009 was $5.4 million, or 4.0 percent of net sales, compared to $9.0 million, or 5.7 percent of net sales, in the third quarter of 2008. Lower volume in each of the product lines in this business has substantially reduced operating profit in 2009. The net effect of currency translation and foreign exchange transactions was not significant to the results of the quarter.

Consolidated Selling, General and Administrative Expenses

Selling, general and administrative expenses were $95.8 million for the third quarter of 2009 compared to $85.8 million for the third quarter of 2008. As a percentage of sales, this category of expenses was 10.7 percent in the third quarter of 2009 and 8.7 percent in the third quarter of 2008. Higher pension and employee incentive costs compared to the third quarter of 2008 increased total selling, general and administrative expenses for the third quarter of 2009. The increase in the expenses as a percentage of net sales was also caused by lower net sales levels in 2009.

Interest Expense

Interest expense increased by $3.2 million to $13.4 million for the third quarter of 2009 compared to the third quarter of 2008. This increase reflects the net effect of an additional $8.9 million of interest expense related to the $800.0 million of public bonds issued in July, partially offset by lower interest rates on a decreased level of commercial paper and other debt outstanding.

Other Costs (Income), Net

In the third quarter of 2009, other costs and income included $5.8 million of financial income compared to $9.2 million for the third quarter of 2008. This change reflects a decrease in interest income from cash balances invested outside of the United States during 2009. Specifically, cash balances in our Brazilian operations have been applied to debt repayment and used to fund the Huhtamaki rigid packaging acquisition in Brazil in June of 2009. Other costs and income also included $16.0 million of acquisition-related expenses and a gain of $3.6 million on the sale of property located in Brazil.

Income Taxes

Our effective tax rate was 35.9 percent in the third quarter of 2009, compared to 35.6 percent for the same period of 2008. The difference between our overall tax rate and the U.S. statutory tax rate of 35.0 percent principally relates to state and local income taxes net of federal income tax benefits.

Results of Operations - Nine Months Ended September 30, 2009

Consolidated Overview

Net sales for the nine months ended September 30, 2009, were $2.6 billion, a decrease of 10.4 percent compared to net sales for the first nine months of 2008. Currency effects decreased net sales by 6.2 percent in the first nine months of 2009 compared to the same period of 2008. The remaining decrease in net sales reflects lower sales volumes partially offset by sales mix improvement.

Net income attributable to Bemis Company, Inc. totaled $121.1 million for the first nine months of 2009, compared to $133.0 million for the same period of 2008. Diluted earnings per share were $1.15 for the first nine months of 2009 compared to $1.29 for the first nine months of 2008.

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Earnings for the first nine months of 2009 were negatively impacted by $29.7 million, or $0.18 per share, of expenses associated with the planned acquisition of Alcan Packaging Food Americas announced on July 5, 2009, in addition to $4.0 million, or $0.02 per share, of severance charges incurred earlier in the year. Results were also reduced by a total of $0.08 per share related to the impact of the July 2009 issuance of public bonds and 8.2 million shares of common stock described above. These charges were partially offset by a $3.6 million or $0.02 per share gain on sale of property that occurred during the third quarter of 2009.

Flexible Packaging Business Segment

Net sales for the flexible packaging business segment for the first nine months of 2009 were $2.2 billion, a decrease of 8.6 percent compared to the same period of 2008. Currency effects decreased net sales by 6.3 percent in the first nine months of 2009 compared to the same period of 2008. The remaining net sales decrease was driven by lower net sales of packaging for certain products in meat and cheese, bakery products, confectionery and snack, health and hygiene, multipack, pet food, and industrial market categories. This was partially offset by increased sales of packaging for dairy and liquid, and medical device market categories.

Operating profit from the flexible packaging business segment was $299.7 million, including a $3.6 million gain on sale of property. This compares to $249.7 million during the first nine months of 2008. Operating profit as a percent of net sales was 13.5 percent for the nine months ended September 30, 2009, compared to 10.3 percent in the same period of 2008. Operating profit in 2009 reflects the positive impact of lower raw material costs in 2009 and the benefits of increased operating efficiency and cost improvement programs.

Pressure Sensitive Materials Business Segment

Net sales for the pressure sensitive materials business segment decreased 19.1 percent to $395.9 million during the first nine months of 2009 compared to $489.6 million in the same period of 2008. Currency effects decreased net sales by 5.5 percent in the first nine months of 2009. Excluding the effects of currency, the decrease in net sales reflects lower sales volume in all product lines due to weak economic conditions in North America and Europe.

Operating profit from the pressure sensitive materials business in the first nine months of 2009 was $6.5 million or 1.6 percent of net sales, including $2.6 million of severance charges associated with workforce reduction events to adjust workforce levels to better match market demands. This compares to $30.0 million, or 6.1 percent of net sales, in the same period of 2008. Results of operations for this segment have been negatively impacted by the substantial decline in sales volumes in 2009.

Consolidated Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $273.3 million for the nine months ended September 30, 2009, compared to $262.8 million for the first nine months of 2008. This increase is driven primarily by higher benefit plan costs in 2009. As a percentage of sales, this category of expenses increased in the first nine months of 2009, to 10.5 percent compared to 9.0 percent in the same period of 2008. The increase in expense as a percentage of net sales was amplified by lower net sales levels in 2009.

Interest Expense

Interest expense was $25.3 million for the first nine months of 2009, a decrease of $5.1 million from the same period of 2008. Interest expense of $8.9 million during the third quarter of 2009 reflects the cost associated with the $800.0 million of public bonds issued in July 2009. The impact of this additional interest cost was more than offset by lower interest rates and decreased levels of commercial paper and other debt outstanding during 2009.

Other Costs (Income), Net

For the first nine months of 2009, other costs and income included $15.1 million of financial income compared to $25.6 million financial income for the same period of 2008. Interest income has decreased from the first nine months of 2008 primarily as a result of cash balances in our Brazilian operations being applied to debt repayment and to fund the recent rigid packaging acquisition in Brazil. The remainder of the financial income is generated from fiscal incentives for certain locations and is considered as a part of flexible packaging operating profit. Other costs and income also included $29.7 million of professional and banking fees primarily associated with the pending purchase of Alcan Packaging Food Americas. These expenses were partially offset by a $3.6 million gain on sale of property in Brazil.

Income Taxes

Our effective tax rate was 36.3 percent in the first nine months of 2009, compared to our rate for the same period of 2008 of 36.1 percent. The difference between our overall tax rate and the U.S. statutory tax rate of 35 percent principally relates to state and local income taxes net of federal income tax benefits. We expect the effective tax rate for total year 2009 to be 36.3 percent.

Liquidity and Capital Resources

Debt to Total Capitalization

Debt to total capitalization (which includes total debt, long-term deferred tax liabilities and total equity) was 40.4 percent at September 30, 2009, compared to 31.5 percent at December 31, 2008. Total debt as of September 30, 2009, was $1.3 billion, an increase of $630.1 million from the balance of $686.6 million at December 31, 2008. This increase in debt reflects $800 million of public bonds issued in July 2009 associated with acquisition financing, net of a reduction in commercial paper and other debt outstanding, which was funded with cash from operations. Total capitalization increased by the higher debt levels in addition to the issuance of 8.2 million shares of common stock during the third quarter of 2009.

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Sources of Liquidity

Net cash provided by operating activities was $395.9 million for the nine months ended September 30, 2009 compared to $206.5 million in the same period of 2008. The substantial increase in cash flow from operating activities reflects a favorable change in net working capital in 2009.

On July 27, 2009, we issued $400.0 million of bonds due in 2014 with a fixed interest rate of 5.65 percent and $400.0 million of bonds due in 2019 with a fixed interest rate of 6.80 percent. The proceeds of these bonds will be used as partial funding of the acquisition of the Alcan Packaging Food Americas business announced on July 5, 2009.

We issued 8.2 million shares of common stock through a public stock offering during the third quarter. The $202.8 million of net proceeds from this stock offering will also be used as partial funding of the Alcan Packaging Food Americas business.

As of September 30, 2009, Bemis had available from its banks a total of $425.0 million of revolving credit facilities. These credit facilities are used principally as back-up for our commercial paper program. As of September 30, 2009, there was $179.0 million of debt outstanding supported by these credit facilities, leaving $246.0 million of available credit. Once the acquisition of the Alcan Packaging Food Americas business is completed, an amendment to the revolving credit facility will become effective, increasing credit available and therefore total commercial paper capacity from $425.0 million to $625.0 million. Cash flows from operating activities are expected to continue to provide sufficient liquidity to meet future operating cash requirements.

Uses of Liquidity

Strong cash flows during the nine months ended September 30, 2009, were used for $175.6 million of net debt reduction; $62.5 million of capital expenditures; a $43.0 million acquisition of a South American rigid packaging operation; a $30.0 million tax-deductible, voluntary pension contribution; and dividend payments totaling $71.5 million.

Cash proceeds provided by the third quarter 2009 bond and stock issuance activities, totaling approximately $1.0 billion, have been invested in United States Treasury instruments and funds in order to preserve principal balance and available liquidity. These cash proceeds, in combination with commercial paper issuance for the balance of the price, will be used to pay for the pending acquisition of Alcan Packaging Food Americas at the closing date.

Forward-Looking Statements

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

Factors that could cause actual results to differ from those expected include, but are not limited to, general economic conditions caused by inflation, interest rates, consumer confidence, rates of unemployment, and foreign currency exchange rates; investment performance of assets in our pension plans; competitive conditions within our markets, including the acceptance of our new and existing products; unanticipated product liability costs or customer claims related to product quality issues and damage to our reputation that could result; customer contract bidding activity; threats or challenges to our patented or proprietary technologies; raw material costs, availability, and terms, particularly for polymer resins and adhesives; price changes for raw materials and our ability to pass these price changes on to our customers or otherwise manage commodity price fluctuation risks; unexpected energy surcharges; broad changes in customer order patterns; our ability to achieve expected cost savings associated with cost management initiatives; the presence of adequate cash available for investment in our business in order to maintain desired debt levels; costs associated with the pursuit of business combinations; unexpected costs associated with completing the Alcan Packaging Food Americas acquisition or the inability to complete an acquisition; changes in our labor relations; changes in working capital requirements; a failure in our information technology infrastructure or applications; changes in governmental regulation, especially in the areas of environmental, health, and safety matters, fiscal incentives, and foreign investment; unexpected outcomes in our current and future administrative and litigation proceedings; unexpected outcomes in our current and future tax proceedings; changes in domestic and international tax laws, and the impact of changes in the world political environment including threatened or actual armed conflict. These and other risks, uncertainties, and assumptions identified from time to time in our filings with the Securities and Exchange Commission, including without limitation, our Annual Report on Form 10-K for the year ended December 31, 2008 and our quarterly reports on Form 10-Q, could cause actual future results to differ materially from those projected in the forward-looking statements. In addition, actual future results could differ materially from those projected in the forward-looking statement as a result of changes in the assumptions used in making such forward-looking statement.

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Explanation of Terms Describing the Company's Products

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

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

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

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

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

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

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

Decorative products - Pressure sensitive materials used for decorative signage, promotional items, and displays and advertisements.

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

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

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

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

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

Labelstock - Pressure sensitive material designed for the label markets.

Laminate/Barrier laminate - A multilayer plastic film made by laminating two or more films together with the use of adhesive or a molten plastic to achieve the distribution and use requirements for the planned package contents. Alternately, a barrier layer can also be included as one of the films or in the laminating medium to protect the packaged products from such things as moisture, oxygen or other environmental factors.

Modified atmosphere packaging - A package in which the normal atmospheric composition of air inside the package has been modified by replacing it with a gas such as nitrogen.

Monolayer film - A single layer extruded plastic film.

Multiwall paper bag - A package made from two or more layers, at least one of which is paper, which have not been laminated.

Pouches and bags - An option that delivers a semi-finished package, instead of rollstock, to a customer for filling product and sealing/closing the package for distribution.

Pressure sensitive material - A material coated with adhesive such that upon contact with another material it will stick.

Prime label - A pressure sensitive label used as the primary decorative label or secondary label, typically on a consumer product.

Rigid Packaging - A form of packaging in which the shape of the package is retained as its contents are removed in use. Bottles, trays and clamshell packaging are examples.

Rollstock - The principal form in which flexible packaging material is delivered to a customer. Finished film wound on a core is converted in a process at the end user's plant that forms, fills, and seals the package of product for delivery to customers.

Rotogravure printing - A high quality, long run printing process utilizing a metal engraved cylinder.

Sheet products - Pressure sensitive materials cut into sheets and sold in sheet form.

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

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

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

Thermoformed plastic packaging - A package formed by applying heat to a film to . . .