Three and Six Months Ended June 30, 2012



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



Three and six month review of results              Three months ended June 30,                      Six months ended June 30,
(in millions, except per share amounts)            2012                    2011                    2012                    2011
Net sales                                  $ 1,312.7      100.0 %  $ 1,370.2      100.0 %  $ 2,617.5      100.0 %  $ 2,694.6      100.0 %
Cost of products sold                        1,079.4       82.2      1,132.2       82.6      2,153.2       82.3      2,226.8       82.6
Gross profit                                   233.3       17.8        238.0       17.4        464.3       17.7        467.8       17.4

Operating expenses
Selling, general, and administrative
expenses                                       124.0        9.4        126.7        9.2        253.2        9.7        252.9        9.4
Research and development                        10.4        0.8         10.0        0.7         21.3        0.8         17.6        0.7
Facility consolidation and other costs          19.7        1.5            -          -         28.0        1.1            -          -
Other operating (income) expense, net           (3.6 )     (0.3 )       (4.0 )     (0.2 )       (9.5 )     (0.4 )      (11.2 )     (0.4 )
Operating income                                82.8        6.3        105.3        7.7        171.3        6.5        208.5        7.7

Interest expense                                17.3        1.3         18.1        1.3         37.8        1.4         36.4        1.4
Other non-operating (income) expense,
net                                             (1.0 )     (0.1 )       (0.4 )        -         (0.9 )        -          1.4          -
Income before income taxes                      66.5        5.1         87.6        6.4        134.4        5.1        170.7        6.3

Provision for income taxes                      24.2        1.8         32.0        2.3         48.1        1.8         62.3        2.3

Net income                                      42.3        3.2         55.6        4.1         86.3        3.3        108.4        4.0

Less: net income attributable to
noncontrolling interests                           -          -          1.3        0.1            -          -          2.9        0.1

Net income attributable to Bemis
Company, Inc.                              $    42.3        3.2 %  $    54.3        4.0 %  $    86.3        3.3 %  $   105.5        3.9 %
Effective income tax rate                                  36.4 %                  36.5 %                  35.8 %                  36.5 %

Diluted earnings per share                 $    0.40               $    0.51               $    0.82               $    0.98

Overview

Bemis Company, Inc. is a leading global manufacturer of flexible packaging and pressure sensitive materials supplying a variety of markets. Historically about 65 percent of our total net sales are to customers in the food industry. Sales of our flexible packaging products are widely diversified among food categories and can be found in nearly every aisle of the grocery store. Our emphasis on supplying packaging to the food industry has typically provided a more stable market environment for our Flexible Packaging business segment, which historically has accounted for approximately 90 percent of our net sales. Our remaining net sales are from our Pressure Sensitive Materials business segment which, while diversified in end use products, is less focused on food industry applications and more exposed to economically sensitive end markets.

Market Conditions

The markets into which our products are sold are highly competitive. Our leading flexible packaging market positions in packaging for perishable food and medical device products reflect our focus on value-added, proprietary products. We also manufacture products for which our technical know-how and economies of scale offer us a competitive advantage. The primary raw materials for our business segments are polymer resins, films, paper, ink, adhesives, and aluminum.

Over the past several years, global economic conditions have been weak and prices of food products have increased. While economic growth in Latin America and Asia continue to exceed that of North America and Europe, the pace of growth in these regions has slowed over the past 12 months. As a result, we have generally experienced a slowdown in demand in the various geographic regions in which we operate. In addition, foreign currency exchange rates have weakened against the U.S. dollar during the second quarter of 2012, reducing the value of the operating profit reported from our foreign operations as it is translated to U.S. dollars in our consolidated financial statements.

Facility Consolidation

During the fourth quarter of 2011, we initiated a facility consolidation program to improve efficiencies and reduce fixed costs. As a part of this program, we announced the planned closure of five facilities. Most of the production from these five facilities is being transferred to other facilities. As of June 30, 2012, manufacturing operations had ceased at four of these manufacturing facilities. The most current estimate of the total cost of this program is $86 million.

During the second quarter of 2012, we expanded the facility consolidation program to include the planned closure of an additional four production locations, including three facilities outside of the United States. The expansion of the program increased the total estimated program costs by approximately $55 million and includes approximately $23 million in employee-related costs, approximately $16 million in fixed asset accelerated depreciation and write-downs, and approximately $16 million in other facility consolidation costs.

During the second quarter of 2012, we recorded $19.7 million of charges associated with the facility consolidation programs. Costs related to facility consolidation activities have been recorded on the consolidated statement of income as facility consolidation and other costs. Of the remaining $75 million of estimated costs to be expensed for the programs, approximately $55 million is expected to be expensed in 2012 and approximately $20 million in 2013. Plant closings associated with the program are expected to be completed in 2012.

Facility consolidation program related cash payments made during the second quarter totaled $4.5 million, bringing total 2012 cash payments to $12.5 million. Cash payments for the balance of 2012 are expected to be approximately $51 million, with an additional $29 million estimated to be paid in 2013.

Acquisitions

Shield Pack

On December 1, 2011, we acquired the common stock of Shield Pack, LLC of West Monroe, Louisiana for a cash purchase price of approximately $44.5 million, subject to customary post-closing adjustments. Shield Pack is a manufacturer of high barrier liners for bulk container packaging.

Mayor Packaging Acquisition

On August 1, 2011, we acquired Mayor Packaging, a Hong Kong-based manufacturer of consumer and specialty flexible packaging, including a manufacturing facility in Dongguan, China for a cash purchase price of approximately $96.7 million.

Noncontrolling Interest of Dixie Toga Ltda. (formerly Dixie Toga S.A.)

During the third quarter of 2011, we completed the purchase of the remaining shares owned by the noncontrolling interest of our Brazilian subsidiary, Dixie Toga Ltda., for approximately $90 million.

Results of Operations - Second Quarter 2012



Consolidated Overview



(in millions, except per share amounts)            2012        2011
Net sales                                        $ 1,312.7   $ 1,370.2
Net income attributable to Bemis Company, Inc.        42.3        54.3
Diluted earnings per share                            0.40        0.51

Net sales for the second quarter of 2012 decreased 4.2 percent from the same period of 2011, reflecting the impact of lower unit sales volume, partially offset by higher selling price and improved sales mix. Acquisitions completed during the second half of 2011 increased second quarter 2012 net sales by an estimated 1.5 percent. The impact of currency translation reduced net sales by 4.8 percent.

Diluted earnings per share for the second quarter of 2012 were $0.40 compared to $0.51 reported in the same quarter of 2011. Results for the second quarter of 2012 included a $0.12 charge associated with facility consolidation and other costs and a $0.02 charge for acquisition-related earnout payments.

Flexible Packaging Business Segment



(in millions)                                         2012            2011
Net sales                                         $    1,170.8    $    1,218.7
Operating profit (See Note 13 to the
Consolidated Financial Statements)                        96.3           116.3
Operating profit as a percentage of net sales              8.2 %           9.5 %

Flexible Packaging net sales decreased 3.9 percent in the second quarter of 2012 compared to the same quarter of 2011. The impact of currency translation reduced net sales by 4.8 percent. We estimate that acquisitions completed during the second half of 2011 increased net sales by 1.7 percent. The remaining reduction in sales represents the negative impact of lower unit sales volumes, partially offset by higher selling price and improved sales mix.

Operating profit for the second quarter of 2012 was negatively impacted by $19.7 million of facility consolidation costs and $1.7 million of acquisition-related earnout payments. The effect of currency translation decreased operating profit in the second quarter of 2012 by $4.2 million compared to the same quarter of 2011. Performance for the quarter reflects the benefits of cost reductions, improvements in sales mix, and increases in selling prices, partially offset by lower unit sales volume.

Pressure Sensitive Materials Business Segment



(in millions)                                         2012            2011
Net sales                                         $      141.9    $      151.5
Operating profit (See Note 13 to the
Consolidated Financial Statements)                        10.9            11.8
Operating profit as a percentage of net sales              7.7 %           7.8 %

Pressure Sensitive Materials net sales decreased 6.3 percent in the second quarter of 2012 compared to the same quarter of 2011. The impact of currency translation reduced net sales by 5.0 percent. The remaining decrease in net sales reflects lower unit sales volumes.

Pressure Sensitive Materials operating profit as a percent of net sales in the second quarter of 2012 decreased slightly compared to the same quarter of 2011. Currency translation reduced operating profit by approximately $0.8 million.

Consolidated Gross Profit



(in millions)                                2012      2011
Gross profit                                $ 233.3   $ 238.0
Gross profit as a percentage of net sales      17.8 %    17.4 %

Consolidated gross profit as a percent of net sales increased in the second quarter of 2012, reflecting the benefits of cost reductions, increases in prices, and improvements in mix, partially offset by lower unit sales volumes.

Consolidated Selling, General, and Administrative Expenses



(in millions)                                          2012      2011
Selling, general and administrative expenses (SG&A)   $ 124.0   $ 126.7
SG&A as a percentage of net sales                         9.4 %     9.2 %

The decrease in consolidated selling, general and administrative expenses in the second quarter of 2012 compared to the same quarter of 2011 reflects the impact of cost reductions and currency translation, partially offset by increased expenses due to acquisitions.

Consolidated Other Operating (Income) Expense, Net

(in millions) 2012 2011 Other operating (income) expense, net $ (3.6 ) $ (4.0 )

Other operating income and expenses, net included $4.4 million of fiscal incentive income in the second quarter of 2012 compared to $5.4 million for the second quarter of 2011. The reduction primarily reflects the impact of currency translation. Fiscal incentives are associated with net sales and manufacturing activities in certain South American operations and are included in our Flexible Packaging segment operating profit.

Consolidated Interest Expense



(in millions)              2012     2011
Interest expense          $ 17.3   $ 18.1
Effective interest rate      4.4 %    5.0 %

Fixed-rate public notes totaling $300 million matured on April 1, 2012 and have been refinanced with variable-rate borrowings, reducing both the effective interest rate and the interest expense in the second quarter of 2012 compared to the same quarter of 2011.