Management's Discussion and Analysis

Three Years Ended December 31, 2012
Management's Discussion and Analysis should be read in conjunction with the
Consolidated Financial Statements and related Notes included in Item 8 of this
Annual Report on Form 10-K.

Three-year review of results

(dollars in millions)                   2012                       2011                       2010
Net sales                     $ 5,139.2       100.0  %   $ 5,322.7       100.0  %   $ 4,835.0       100.0  %
Cost of products sold           4,191.7        81.6        4,412.5        82.9        3,941.8        81.5
Gross margin                      947.5        18.4          910.2        17.1          893.2        18.5

Operating expenses
Selling, general, and
administrative expenses           506.7         9.9          483.4         9.1          459.1         9.5
Research and development           41.6         0.8           38.7         0.7           34.3         0.7
Facility consolidation and
other costs                        68.7         1.3           38.4         0.7              -           -
Other operating (income)
expense, net                      (15.0 )      (0.3 )        (17.7 )      (0.3 )         (1.0 )         -
Operating income                  345.5         6.7          367.4         6.9          400.8         8.3

Interest expense                   70.9         1.4           76.8         1.4           73.5         1.5
Other non-operating
(income) expense, net              (4.0 )      (0.1 )         (1.6 )         -              -           -
Income from continuing
operations before taxes           278.6         5.4          292.2         5.5          327.3         6.8

Provision for income taxes        104.8         2.0          104.9         2.0          117.6         2.4

Income from continuing
operations                        173.8         3.4          187.3         3.5          209.7         4.3

Income from discontinued
operations                            -           -              -           -            1.8           -

Net income                        173.8         3.4          187.3         3.5          211.5         4.4

Less: net income
attributable to
noncontrolling interests              -           -            3.2         0.1            6.4         0.1

Net income attributable to
Bemis Company, Inc.           $   173.8         3.4  %   $   184.1         3.5  %   $   205.1         4.2  %

Effective income tax rate                      37.6  %                    35.9  %                    35.9  %

Diluted earnings per share    $    1.66                  $    1.73                  $    1.85

Overview
Bemis Company, Inc. is a leading global manufacturer of 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 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 U.S. Packaging and Global Packaging business segments, which accounted for approximately 89 percent of our net sales in 2012. Our remaining net sales are from our Pressure Sensitive Materials business segment which, while diversified in end use products, is more exposed to economically sensitive end markets.

Market Conditions
The markets into which our products are sold are highly competitive. Our leading market positions in packaging for perishable food and medical device products reflect our focus on value-added, proprietary products that provide food safety and sterility benefits. 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 and films, paper, inks, adhesives, aluminum and chemicals.

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 has exceeded 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 weakened against the U.S. dollar during 2012, reducing operating results reported from our foreign operations as they are translated to U.S. dollars in our consolidated financial statements.

Facility Consolidation
To improve efficiencies and reduce fixed costs, we initiated a facility consolidation program during the fourth quarter of 2011 and expanded the program in the second quarter of 2012. In total nine production facilities will be closed and most of the production from these facilities has been transferred to other facilities. As of December 31, 2012, manufacturing operations had ceased at seven of these manufacturing facilities and the remaining closures are expected to be completed in early 2013. The most current estimate of the total cost of the programs is $141 million which includes approximately $50 million in employee-related costs, approximately $54 million in fixed asset accelerated depreciation and write-downs, and approximately $37 million in other facility consolidation costs.

We recorded $68.7 million and $38.4 million of charges associated with the facility consolidation programs during the twelve months ended December 31, 2012 and 2011, respectively. These costs have been recorded on the consolidated statement of income as facility consolidation and other costs. We expect the remaining approximately $34 million of estimated costs to be expensed during 2013. Cash payments for these programs in 2012 and 2011 totaled $35.2 million and $3.3 million, respectively. Cash payments in 2013 are expected to be approximately $50 million.

Acquisitions

Australia and New Zealand Distributors
On August 22, 2012, we acquired two flexible packaging businesses in Australia and New Zealand. The acquisition of these businesses supports our strategy to enhance our presence in the Asia Pacific region. The combined purchase price was approximately $19.1 million, subject to customary post-closing adjustments.

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 $45 million, subject to customary post-closing adjustments. Shield Pack is a manufacturer of high barrier liners for bulk container packaging.

Mayor Packaging
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. The purchase price was approximately $96.7 million.

Noncontrolling Interest of Dixie Toga Ltda 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.

Alcan Packaging Food Americas
On March 1, 2010, we acquired the Food Americas operations of Alcan Packaging (Alcan Packaging Food Americas), a business unit of Rio Tinto plc. Under the terms of the $1.2 billion transaction, we acquired 23 Food Americas flexible packaging facilities in the United States, Canada, Mexico, Brazil, Argentina, and New Zealand. These facilities are included in our U.S. and Global Packaging business segments and produce flexible packaging principally for the food and beverage industries and augment our product offerings and technological capabilities.

Sale of Discontinued Operations
Under the terms of an order signed by the U.S. District Court for the District of Columbia on February 25, 2010, a portion of the Alcan Packaging Food Americas business acquired on March 1, 2010 was to be divested; accordingly, we had classified the related operating results as discontinued operations. On July 13, 2010, we sold these discontinued operations to Exopack Holding Corp., an affiliate of private investment firm Sun Capital Partners, Inc. The transaction was completed for a cash purchase price, net of selling costs, of $75.2 million. The divested business recorded 2009 net sales of approximately $156 million and included two facilities that manufacture flexible packaging for retail natural cheese and shrink bags for fresh red meat.

Results of Operations
Consolidated Overview

(in millions, except per share amounts)             2012         2011         2010
Net sales                                        $ 5,139.2    $ 5,322.7    $ 4,835.0
Net income attributable to Bemis Company, Inc.       173.8        184.1        205.1
Diluted earnings per share                            1.66         1.73         1.85

2012 versus 2011
Net sales for the year ended December 31, 2012 decreased 3.4 percent from the same period of 2011. Currency translation reduced net sales by 3.3 percent. Acquisitions increased net sales by approximately 1.2 percent during the year. The remaining organic sales decline reflects lower unit sales volumes during 2012 offset by improved sales mix.

Diluted earnings per share for the year ended December 31, 2012 were $1.66 compared to $1.73 reported in the same period of 2011. Results for 2012 included a $0.45 charge associated with facility consolidation and other costs and a $0.04 charge for acquisition-related earnout payments. Results for 2011 included a $0.24 charge associated with facility consolidation and other costs and $0.05 of charges for acquisition-related earnout and transaction payments, partially offset by a $0.03 gain associated with a non U.S. pension plan curtailment.

2011 versus 2010
Net sales for the year ended December 31, 2011 increased by 10.1 percent. We estimate that acquisitions increased net sales by approximately 4.8 percent during the year. Currency translation increased net sales by 1.7 percent. The remaining organic sales growth primarily reflects higher selling prices which were partially offset by lower unit sales volume. Higher selling prices during 2011 reflect higher raw material costs.

Diluted earnings per share for 2011 of $1.73 included charges of $0.24 for facility consolidation and other costs and $0.05 related to our Mayor Packaging acquisition, partially offset by a $0.03 gain associated with a non U.S. pension plan curtailment. This compared to diluted earnings per share for 2010 of $1.85, which included a $0.23 charge related to our Alcan Packaging Food Americas acquisition and a $0.06 charge related to the pre-closing impact of the July 2009 financing of the Alcan Packaging Food Americas acquisition. Diluted earnings per share from discontinued operations were $0.02 in 2010. Operating results for the year ended December 31, 2011 were negatively impacted by higher raw material costs and lower unit sales volumes during the year.

New Reportable Business Segments
On January 10, 2013, we announced the realignment of our segment reporting. As a result, we now report business segment information for three reportable segments as follows: U.S. Packaging, Global Packaging, and Pressure Sensitive Materials. The expansion from two to three reportable segments reflects the separation of the Flexible Packaging business segment into U.S. Packaging and Global Packaging business segments. The Pressure Sensitive Materials business segment remains unchanged. We transitioned to these segments in 2012, which reflects the separation of Flexible Packaging into the U.S. Packaging and Global Packaging segments. All information in this Annual Report on Form 10-K has been recast to conform to this new segment reporting structure.

In connection with the implementation of an enterprise resource planning system during 2012, we recorded adjustments primarily to cost of goods sold during the fourth quarter in order to harmonize the application of certain accounting practices and provide consistency among the business segments. These adjustments made to individual locations across the segments substantially offset one another.

U.S. Packaging Business Segment
Our U.S. Packaging segment represents all food, consumer, and industrial
products packaging-related manufacturing operations located in the United
States. Our U.S. Packaging business segment provides packaging to a variety of
end markets, including applications for meat and cheese, confectionery and snack
foods, frozen foods, lawn and garden products, health and hygiene products,
beverages, bakery goods, and dry foods.
(dollars in millions)                                2012           2011           2010
Net sales                                        $  3,040.1     $  3,110.7     $  2,821.6
Operating profit (See Note 21 to the
Consolidated Financial Statements)                    366.7          315.0          346.7
Operating profit as a percentage of net sales          12.1 %         10.1 %         12.3 %

2012 versus 2011
U.S. Packaging net sales decreased 2.3 percent in the year ended December 31, 2012 compared to the same period of 2011. Acquisitions increased net sales by approximately 0.8 percent. Lower net sales in 2012 reflect generally lower unit sales volumes for certain non-barrier packaging, partially offset by increased unit sales volumes of barrier packaging for products such as refrigerated foods where food safety is a requirement.

Operating profit for the total year 2012 was $366.7 million, or 12.1 percent of net sales, compared to $315.0 million, or 10.1 percent of net sales in 2011. Operating profit in 2012 and 2011 were negatively impacted by $42.1 million and $26.3 million of facility consolidation and other costs, respectively. The closure of six U.S. Packaging facilities in conjunction with the facility consolidation program is reducing capacity for certain non-barrier packaging, driving improved sales mix and lower fixed costs. Substantially all of the savings generated from the facility consolidation activities in 2012 benefited the U.S. Packaging segment. Operating profit also benefited from a favorable fourth quarter adjustment totaling $13.8 million related to the harmonization of certain accounting practices in connection with an enterprise resource planning system implementation.

2011 versus 2010
U.S. Packaging net sales increased by 10.2 percent in the year ended December 31, 2011 compared to the same period of 2010. Acquisitions increased net sales by approximately 5.6 percent. The remaining increase in sales represents improved price partially offset by lower unit sales volumes and unfavorable sales mix.

Operating profit for the total year 2011 was $315.0 million, or 10.1 percent of net sales, compared to $346.7 million, or 12.3 percent of net sales, in 2010. The lower percentage of operating profit to net sales in 2011 reflects the impact of higher raw material costs during the first six months of 2011 and lower unit sales volumes during the second half of the year. In addition, operating profit for 2011 included $26.3 million of facility consolidation and other charges. Total year 2010 operating profit included $14.0 million of Alcan Packaging Food Americas acquisition related charges.

Global Packaging Business Segment
Our Global Packaging business segment includes all of our packaging-related
manufacturing operations located outside of the United States as well as our
global medical device and pharmaceutical packaging manufacturing operations. Our
Global Packaging business segment provides packaging to a variety of end
markets, including applications for meat and cheese, confectionery and snack
foods, frozen foods, lawn and garden products, health and hygiene products,
beverages, healthcare products, bakery goods, and dry foods.
(dollars in millions)                                2012           2011           2010
Net sales                                        $  1,543.5     $  1,637.2     $  1,450.8
Operating profit (See Note 21 to the
Consolidated Financial Statements)                     59.9          112.6          121.8
Operating profit as a percentage of net sales           3.9 %          6.9 %          8.4 %

2012 versus 2011
Global Packaging net sales of $1.5 billion represented a decrease of 5.7 percent compared to 2011. Acquisitions increased net sales by approximately 2.4 percent, which was more than offset by a 9.7 percent decrease in net sales related to currency translation. Excluding the impact of acquisitions and currency translation, net sales increased reflecting higher selling prices and improved sales mix, partially offset by the impact of lower unit sales volumes.

Operating profit for the total year 2012 was $59.9 million, or 3.9 percent of net sales, compared to $112.6 million, or 6.9 percent of net sales in 2011. The net effect of currency translation decreased operating profit in 2012 by $10.9 million. Operating profit in 2012 and 2011 were negatively impacted by $26.6 million and $8.6 million of facility consolidation and other costs, respectively. The decline in operating profit as a percentage of net sales in 2012 also reflects both the lower unit sales volumes in 2012 and the impact of an unfavorable fourth quarter adjustment totaling $16.4 million related to the harmonization of certain accounting practices in connection with the enterprise resource planning system implementation. Operating profit included $4.6 million and $4.5 million of Mayor Packaging acquisition-related charges in 2012 and 2011, respectively. In addition, operating profit for 2011 included a $2.7 million gain associated with a non U.S. pension plan curtailment. Total year 2010 operating profit included $6.1 million of Alcan Packaging Food Americas acquisition related charges.

2011 versus 2010
For the total year 2011, Global Packaging net sales increased 12.8 percent compared to 2010. Acquisitions increased net sales by approximately 5.0 percent, and currency effects accounted for a sales increase of 2.2 percent. The remaining increase in net sales was driven by the impact of increased price and improved sales mix partially offset by lower volumes.

Operating profit for the total year 2011 was $112.6 million, or 6.9 percent of net sales, compared to $121.8 million, or 8.4 percent of net sales, in 2010. The net effect of currency translation increased operating profit in 2011 by $5.0 million. The lower percentage of operating profit to net sales in 2011 reflects the impact of higher raw material costs during the first six months of 2011 and lower unit sales volumes during the second half of the year. In addition, operating profit for 2011 included $8.6 million of facility consolidation and other charges and $4.5 million of Mayor Packaging acquisition-related charges, which was partially offset by a $2.7 million gain associated with a non U.S. pension plan curtailment.

Pressure Sensitive Materials Business Segment The Pressure Sensitive Materials business segment offers adhesive products to three markets: prime and variable information labels, which include roll label stock used in a wide variety of label markets; graphic design, used to create signage and decorations; and technical components, which represent pressure sensitive components for industries such as the medical, automotive, construction and electronics industries. Paper and adhesive are the primary raw materials used in our Pressure Sensitive Materials business segment.

(dollars in millions)                                2012           2011           2010
Net sales                                        $    555.6     $    574.8     $    562.6
Operating profit (See Note 21 to the
Consolidated Financial Statements)                     37.1           33.4           33.0
Operating profit as a percentage of net sales           6.7 %          5.8 %          5.9 %

2012 versus 2011
For the total year 2012, net sales of Pressure Sensitive Materials were $555.6 million, a 3.3 percent decrease from net sales in 2011. Currency effects reduced net sales by 3.1 percent. Higher unit sales volumes of label products partially offset lower unit volumes for both graphic and technical products, resulting in a less favorable sales mix during 2012.

Operating profit was $37.1 million or 6.7 percent of net sales in 2012, compared to $33.4 million or 5.8 percent of net sales in 2011. The net effect of currency translation decreased operating profit in 2012 by $1.5 million. Accounting practices harmonization adjustments increased operating profit by $0.5 million in the fourth quarter. Total year 2011 operating profit included a $2.7 million charge related to facility consolidation and other costs.

2011 versus 2010
For the total year 2011, net sales of Pressure Sensitive Materials were $574.8 million, a 2.2 percent increase from net sales in 2010. Currency effects increased net sales by 2.4 percent. Net sales reflected lower unit sales volumes offset by higher selling prices.

Operating profit was $33.4 million or 5.8 percent of net sales in 2011, compared to $33.0 million or 5.9 percent of net sales in 2010. The net effect of currency translation increased operating profit in 2011 by $1.1 million. Lower unit sales volumes reflecting current weak economic conditions were offset by higher selling prices across all product categories. Total year 2011 operating profit included a $2.7 million charge related to facility consolidation and other costs.

Consolidated Gross Profit
(dollars in millions)                         2012        2011        2010
Gross profit                                $ 947.5     $ 910.2     $ 893.2
Gross profit as a percentage of net sales      18.4 %      17.1 %      18.5 %

Gross profit in 2012 reflects the positive impact of cost reductions, higher selling prices and improved mix, partially offset by lower unit sales volumes and the impact of currency translation. Gross profit in 2011 reflects the negative impact of increasing resin prices during the first half of the year coupled with lower sales volume during the second half of 2011. Gross profit in 2010 reflects the negative impact of $15.4 million of expenses associated with the purchase accounting impact of the fair value write-up of inventory and a charge for the fair value of the customer order backlog, both related to the Alcan Packaging Food Americas acquisition.

Consolidated Selling, General and Administrative Expenses

(dollars in millions)                                   2012        2011        2010
Selling, general and administrative expenses (SG&A)   $ 506.7     $ 483.4     $ 459.1
SG&A as a percentage of net sales                         9.9 %       9.1 %       9.5 %

Selling, general, and administrative expenses in 2012 reflect additional expense related to acquired businesses, higher incentive compensation and pension costs, partially offset by the impact of currency translation. Selling, general, and administrative expenses also increased in 2011 primarily reflecting the increased costs associated with the August 1, 2011 purchase of Mayor Packaging, and the March 1, 2010 purchase of Alcan Packaging Food Americas. Selling, general, and administrative expenses in 2012 and 2011 included $4.6 million and $4.5 million, respectively, of Mayor Packaging acquisition-related charges. Selling, general, and administrative expenses in 2010 included $4.5 million of expenses primarily related to severance and equipment relocation costs associated with our Alcan Packaging Food Americas acquisition.

Research and Development (R&D)
(dollars in millions)                2012       2011       2010
Research and development (R&D)     $ 41.6     $ 38.7     $ 34.3
R&D as a percentage of net sales      0.8 %      0.7 %      0.7 %

For the year 2012, R&D expense increased modestly over 2011 and as a percentage of net sales. Our efforts to introduce new products continue at a steady pace and are an integral part of our daily plant operations. Our research and development engineers work directly on commercial production equipment, bringing new products to market without the use of pilot equipment. We believe this approach significantly improves the efficiency, effectiveness, and relevance of our research and development activities and results in earlier commercialization of new products. Expenditures that are not distinctly identifiable as research and development costs are included in costs of products sold.

Other Operating (Income) Expense, Net
(dollars in millions)                     2012        2011        2010
Other operating (income) expense, net   $ (15.0 )   $ (17.7 )   $ (1.0 )

For the year 2012, other operating income and expense included $16.6 million of fiscal incentive income compared to $20.0 million in 2011 and $15.9 million in 2010. The reduction in fiscal incentives reflects the impact of currency translation and includes a general reduction in fiscal incentives which is expected to continue going forward. These fiscal incentives are associated with net sales in South America and are included in Global Packaging segment operating profit. Other operating income and expense for the year 2012 also included $2.5 million of acquisition related expense compared to $3.1 million and $15.6 million of such charges in 2011 and 2010, respectively.

Interest Expense
(dollars in millions)       2012       2011       2010
Interest expense          $ 70.9     $ 76.8     $ 73.5
Effective interest rate      4.7 %      5.4 %      5.8 %

The effective interest rate decreased in 2012 compared to 2011 primarily due to refinancing public notes totaling $300 million with lower cost commercial paper on April 1, 2012. Interest expense increased in 2011 compared to 2010 as a result of the October 2011 issuance of $400 million long-term notes. These funds were raised in anticipation of the repayment of the $300 million notes which matured on April 1, 2012.

Other Non-operating (Income) Expense, Net
(dollars in millions)                         2012       2011      2010
Other non-operating (income) expense, net   $ (4.0 )   $ (1.6 )   $   -

During 2012, the increase in net other non-operating (income) expense reflects increased interest income. During 2011, net other non-operating (income) expense included interest income and a gain on sales of excess land, partially offset by a foreign exchange loss of $1.8 million.

Income Taxes
. . .