10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Nine Months Ended September 30, 2007

Commission File Number 1-5277

BEMIS COMPANY, INC.

(Exact name of registrant as specified in its charter)

Missouri	43-0178130
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
One Neenah Center
4th Floor, P.O. Box 669
Neenah, Wisconsin	54956-0669
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (920) 727-4100

Indicate by check mark whether the Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days.
YES x      NO o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large Accelerated Filer  x     Accelerated Filer  o     Non-Accelerated Filer  o

Indicate by check mark whether the Registrant is a shell company. YES o   NO  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 8, 2007, the Registrant had 100,518,355 shares of Common Stock, $.10 par value, issued and outstanding.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited financial statements, enclosed as Exhibit 19 to this Form 10-Q, are incorporated by reference into this Item 1. In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the financial position and the results of operations as of and for the quarter and year-to-date periods ended September 30, 2007.

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, including food, consumer products, and medical products. Generally about 60 percent of our total company net sales are to customers in the food industry.

Market Conditions

The markets into which our products are sold are highly competitive. Our leading flexible packaging market positions reflect our focus on expanding value-added, proprietary products many of which are not available from our competitors. The primary raw materials for our business segments are polymer resins, films and adhesives, the cost of which has been impacted in recent years by higher petrochemical prices.

During 2007, global market demands have led to increased costs for agricultural products including feed corn and wheat, which in turn has increased prices paid by food producers and consumers for meat, dairy and bakery products. Higher costs in these food categories appear to have negatively impacted consumer choices in those markets and reduced customer orders for related packaging products.

Results of Operations – Third Quarter 2007

Consolidated Overview

Net sales for the third quarter ended September 30, 2007, were $905.7 million compared to $903.3 million in the third quarter of 2006. Currency effects increased net sales by 3.3 percent compared to the same quarter of 2006.

Net income totaled $41.0 million for the third quarter of 2007, compared to $48.0 million for the same period of 2006. Net income included the impact of a pre-tax restructuring net charge of $0.1 million and $5.5 million for the third quarters of 2007 and 2006, respectively. Diluted earnings per share were $0.40 for the third quarter of 2007 compared to $0.45 in the third quarter of 2006.

Flexible Packaging Business Segment

Net sales for the flexible packaging business segment decreased to $745.4 million this quarter compared to $749.1 million in the third quarter of 2006, a 0.5 percent decrease. Currency effects accounted for 3.1 percent net sales growth during the current quarter, reflecting the impact of the strengthened European and Brazilian currencies. This segment experienced generally reduced demand in a number of packaging markets, including meat and cheese, confectionery and snack, pet foods, bakery, and dry foods, which make up about 50 percent of net sales. Reduced demand appears to be related to retail consumer reaction to higher food prices in certain markets. Net sales during the third quarter increased compared to the same quarter of 2006 in the medical device, dairy and liquids, and other non-food market categories.

Operating profit from the flexible packaging business segment was $81.6 million during the third quarter of 2007 compared to $92.0 million during the third quarter of 2006 (see accompanying notes to the financial statements, Note 9, “Segments of Business,” for a reconciliation of operating profit to income before income taxes). Operating profit as a percentage of net sales for the third quarter of 2007 was 10.9 percent compared to 12.3 percent for the third quarter of 2006. The third quarters of 2007 and 2006 included restructuring and related charges totaling $0.1 million and $5.1 million, respectively. Lower sales volumes have significantly reduced production efficiency this quarter and increased raw material costs have negatively impacted operating profits. We have initiated cost reduction efforts including adjustments to workforce levels to match current production needs.

Pressure Sensitive Materials Business Segment

Net sales for the pressure sensitive materials business segment increased 3.9 percent to $160.2 million in the third quarter of 2007 compared to $154.2 million in the same quarter of 2006. Currency effects accounted for 3.9 percent of this net sales growth. Excluding the impact of currency, net sales of label and technical products decreased offset by sales growth in graphic products.

Operating profit from the pressure sensitive materials business segment in the third quarter of 2007 was $9.1 million, or 5.7 percent of net sales, compared to $11.4 million, or 7.4 percent of net sales, in the third quarter of 2006 (see accompanying notes to the financial statements, Note 9, “Segments of Business,” for a reconciliation of operating profit to income before income taxes). Operating profit in the third quarter of 2007 decreased primarily due to production inefficiencies and higher energy costs associated with our European operation. Cost reduction efforts are in place to regain profit levels in this segment.

2

Consolidated Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $84.0 million in the third quarter of 2007 compared to $81.2 million for the third quarter of 2006. As a percentage of sales, this category of expenses was 9.3 percent in the third quarter of 2007 compared to 9.0 percent for the same period of 2006.

Interest Expense

Interest expense was $13.1 million for the third quarter of 2007, an increase of $1.5 million from the third quarter of 2006, reflecting higher debt levels in 2007 resulting from financing for common stock repurchases.

Other Costs (Income), Net

In the third quarter of 2007, other costs and income included $7.2 million of financial income compared to $5.5 million for the third quarter of 2006. About half of the financial income relates to interest income on cash held at non-U.S. locations. 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. The third quarter of 2006 included a $4.7 million restructuring charge for employee-related costs partially offset by a $4.4 million favorable resolution of a litigated foreign excise tax liability.

Income Taxes

Our effective tax rate was 36.6 percent in the third quarter of 2007, a decrease from our rate of 38.9 percent for the same period of 2006. This lower tax rate primarily reflects the increasing impact of U.S. tax incentives for manufacturing companies. The difference between our overall tax rate and the U.S. statutory tax rate of 35 percent in each period principally relates to state and local income taxes net of federal income tax benefits.

Results of Operations – Nine Months Ended September 30, 2007

Consolidated Overview

Net sales for the first nine months of 2007 and 2006, were $2.7 billion in each period. Currency effects increased net sales by 3.9 percent in the first nine months of 2007 compared to the same period of 2006.

Net income totaled $138.8 million for the first nine months of 2007, compared to $134.7 million for the same period of 2006. Diluted earnings per share were $1.32 for the first nine months of 2007 compared to $1.26 for the first nine months of 2006. Earnings for the first nine months of 2006 included the impact of pre-tax restructuring charges of $25.5 million, $16.0 million net of tax, or $0.15 per diluted share.

Flexible Packaging Business Segment

Net sales for the flexible packaging business segment were $2.2 billion for the first nine months of both 2007 and 2006. Excluding the currency effects, which increased net sales by 3.6 percent, lower net sales for the first nine months of 2007 reflected reduced demand for packaged products such as meat and cheese, dry foods, bakery, pet food, industrial, and confectionery and snack food. This was partially offset by increased net sales to dairy and liquid, medical device, multipack, and other non-food market categories.

Operating profit from the flexible packaging business segment was $263.3 million, compared to $251.5 million during the first nine months of 2006. Operating profit as a percent of net sales was 11.7 percent for the nine months ended September 30, 2007 compared to 11.1 percent in the same period of 2006. Restructuring and related income of $0.3 million and charges of $24.8 million impacted operating profit during the first nine months of 2007 and 2006, respectively. Reduced production volume, competitive pricing, and higher raw material costs have negatively impacted operating profits in 2007.

Pressure Sensitive Materials Business Segment

Net sales for the pressure sensitive materials business segment increased 1.6 percent to $489.7 million during the first nine months of 2007 compared to $481.9 million in 2006. Currency effects increased net sales by 5.2 percent in the first nine months of 2007. Excluding the effects of currency, the 3.6 percent decrease in net sales reflects lower sales of label products and certain high value-added technical products during the period.

Operating profit from the pressure sensitive materials business in the first nine months of 2007 was $33.5 million, or 6.8 percent of net sales, compared to $41.0 million, or 8.5 percent of net sales, in the same period of 2006. Operating profit for the first nine months of 2006 included restructuring and related charges of $0.9 million. During 2007, results of operations for this segment were negatively impacted by lower sales of technical products and increased competition in label products. In addition, production inefficiencies and increased energy costs in our European operations have dampened segment operating results in that region.

Consolidated Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $256.0 million for the nine months ended September 30, 2007, compared to $249.7 million for the first nine months of 2006. As a percentage of sales, this category of expenses increased in the first nine months of 2007, to 9.4 percent compared to 9.1 percent in the same period of 2006. We expect selling, general and administrative expenses as a percentage of net sales for the total year 2007 to be in the range of 9.0 to 9.5 percent.

3

Interest Expense

Interest expense was $38.2 million for the first nine months of 2007, an increase of $0.7 million from the same period of 2006 primarily due to higher debt levels.

Other Costs (Income), Net

For the first nine months of 2007, other costs and income included $19.9 million of financial income compared to $12.6 million of financial income for the same period of 2006. About half of the financial income relates to interest income on cash held at non-U.S. locations. 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. Employee and other restructuring related costs totaled $13.6 million in the first nine months of 2006 and were partially offset by a $4.4 million favorable resolution of a litigated foreign excise tax liability.

Income Taxes

Our effective tax rate was 37.2 percent in the first nine months of 2007, a decrease compared to our 39.0 percent rate for the same period of 2006. This lower tax rate primarily reflects the increasing impact of U.S. tax incentives for manufacturing companies. The difference between our overall tax rate and the U.S. statutory tax rate of 35 percent in each period principally relates to state and local income taxes net of federal income tax benefits.

Liquidity and Capital Resources

Debt to Total Capitalization

Debt to total capitalization (which includes total debt, long-term deferred tax liabilities and equity) was 35.9 percent at September 30, 2007, compared to 33.0 percent at December 31, 2006. Total debt as of September 30, 2007, was $916.9 million, an increase of $127.1 million from the balance of $789.8 at December 31, 2006. The increase in debt primarily reflects the impact of the accelerated share repurchase program that was implemented on August 3, 2007.

Sources of Liquidity

Net cash provided by operating activities increased to $292.5 million for the nine months ended September 30, 2007, compared to $288.5 million for the same period of 2006.

Under the terms of a revolving credit agreement, we have the capacity to borrow up to $500 million through September 2, 2009, including a $100 million multicurrency limit to support the financing needs of our international subsidiaries. This facility is primarily used to support our issuance of commercial paper. On September 30, 2007, total commercial paper outstanding was $213.5 million, and multicurrency loans outstanding totaled $47.5 million. We had the capacity to borrow an additional $231.0 million under the credit facility as of September 30, 2007. In addition to the funds available under this credit facility, we also have the capability of issuing up to $100 million of Extendable Commercial Notes (ECNs), which are short-term instruments whose maturity can be extended to 390 days from the date of issuance. Management expects cash flow from operations and available liquidity described above to be sufficient to support operations.

Uses of Liquidity

Capital expenditures were $139.7 million for the nine months ended September 30, 2007, compared to $114.5 million for the same period of 2006. Multiyear projects for the medical device business were completed during the third quarter of 2007, including a new plant in Northern Ireland. Capital expenditures for 2007 are expected to be in the range of $175 to $185 million.

On July 31, 2007, we entered into an accelerated share repurchase agreement with an investment bank for the repurchase of four million shares of Bemis common stock. This transaction would have substantially exhausted the existing authorization for share repurchase. On August 2, 2007, Bemis’ Board of Directors approved an additional five million share repurchase authorization, bringing the total repurchase authorization to 9.1 million shares. Under the terms of the accelerated share repurchase agreement, the investment bank delivered four million shares on August 3, 2007 in exchange for an initial purchase price of $117.9 million or $29.47 per share. The investment bank borrowed the shares and, over a period not to exceed six months, will repurchase shares in the open market to cover its position with the share lenders. Upon completion, the accelerated share repurchase is subject to a price adjustment. At that time, we may receive, or be required to pay, a price adjustment based on the adjusted volume weighted average price of Bemis common stock during the repurchase period. If we are required to make a payment, we may elect to settle the price adjustment in shares or in cash. As of August 3, 2007, the impact of the accelerated share repurchase has been included in the earnings per share computation.

Including the accelerated share repurchase transaction, we repurchased 5,150,000 shares of common stock in the open market for $157.1 million during the nine months ended September 30, 2007. This amount may be adjusted subject to our agreement with the investment bank discussed above. As of September 30, 2007, the remaining balance of Board authorization for common stock repurchases was 5.1 million shares.

Interest Rate Swaps

The fair value of interest rate swap agreements recorded on the balance sheet increased to $2.7 million at September 30, 2007, from $2.5 million at December 31, 2006. The impact of this change was a $0.2 million increase in the recorded value of long-term debt with a corresponding increase in other assets.

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

4

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; 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; unanticipated costs associated with workforce adjustments and equipment start-up; unexpected energy surcharges; 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; a failure in our information technology infrastructure or applications; changes in governmental regulation, especially in the areas of environmental, health and safety matters, and foreign investment; unexpected outcomes in our current and future litigation proceedings, including the civil lawsuits related to competitive practices in the labelstock industry; unexpected outcomes in our current and future tax proceedings; changes in our labor relations; 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, 2006 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.

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 glue 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 chemicals into a multilayered plastic package. These products protect the contents from such things as moisture, sunlight, odor, or other elements.

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

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

Coextruded film – A multiple layer extruded plastic film.

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

Graphic products – Pressure sensitive materials used for decorative signage, promotional items, displays, advertisements and visual communication applications.

Flexible polymer film – A non-rigid plastic film.

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 overlaminating capability – The ability to add a protective coating to a printed material during the printing process.

Labelstock – Base material for pressure sensitive labels.

Modified atmosphere packaging – A package in which the atmosphere inside the package has been modified by a gas such as nitrogen.

Monolayer film – A single layer extruded plastic film.

Multiwall paper bag – A package made from two or more layers of paper.

Polyolefin shrink film – A packaging film consisting of polyethylene and/or polypropylene resins extruded via the blown process. The film can be irradiated in a second process to cross-link the molecules for added strength, durability, and toughness. The product is characterized by thin gauge, high gloss, sparkle, transparency, and good sealing properties.

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

Label products – Pressure sensitive materials sold in roll and/or sheet form and used by label converters for product labeling and promotional applications.

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

Stretch film – A plastic film used to wrap pallets in the shipping process, which has significant ability to stretch.

Technical products – Technically engineered pressure sensitive materials used primarily for fastening and mounting functions.

Thermoformed plastic packaging – A package formed by applying heat to a film to shape it into a tray or cavity and then placing a flat film on top of the package after it has been filled.

UV inhibitors – Chemicals which protect against ultraviolet rays.

5

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s market risk during the nine-month period ended September 30, 2007. For additional information, refer to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, under the direction, supervision, and involvement of the Chief Executive Officer and the Chief Financial Officer, has carried out an evaluation, as of the end of the period covered by this report, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) of the Company. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that disclosure controls and procedures in place at the Company are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There has been no change in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The material set forth in Note 12 of the Notes to Consolidated Financial Statements included in Exhibit 19 to this Form 10-Q is incorporated herein by reference.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

	(a)	(b)		(c)	(d)
	Total Number	Average		Total Number of Shares Purchased	Maximum Number of Shares
	of Shares	Price Paid		as Part of Publicly Announced	That May Yet Be Purchased
Period	Purchased	per Share		Plans or Programs	Under the Plans or Programs
August 1-31, 2007	4,000,000	$	29.47	4,000,000
Total		$	29.47	4.000,000	5,074,896

On August 3, 2007, the Company repurchased four million shares of Bemis common stock at an initial purchase price of $117.9 million or $29.47 per share. The shares were repurchased as part of an accelerated share repurchase agreement with an investment bank entered into on July 31, 2007.

Under the terms of the accelerated share repurchase agreement, the investment bank delivered the full number of shares repurchased on August 3, 2007. The investment bank borrowed the delivered shares and, over a period not to exceed six months, will repurchase shares in the open market to cover its position with the share lenders. Upon completion, the accelerated share repurchase is subject to a price adjustment. At that time, Bemis may receive, or be required to pay, a price adjustment based on the adjusted volume weighted average price of Bemis common stock during the repurchase period. If Bemis is required to make a payment, it may elect to settle the price adjustment in shares or in cash.

As of September 30, 2007, under authority granted by the Board of Directors, the Company may repurchase an additional 5,074,896 shares of its common stock.

ITEM 6. EXHIBITS

The Exhibit Index is incorporated herein by reference.

6

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			BEMIS COMPANY, INC.
Date		November 8, 2007	/s/ Gene C. Wulf
			Gene C. Wulf, Senior Vice President and
			Chief Financial Officer
Date	November 8, 2007		/s/ Stanley A. Jaffy
			Stanley A. Jaffy, Vice President
			and Controller

EXHIBIT INDEX

Exhibit	Description	Form of Filing
3(a)	Restated Articles of Incorporation of the Registrant, as amended. (1)	Incorporated by Reference
3(b)	By-Laws of the Registrant, as amended through May 6, 2004. (1)	Incorporated by Reference
4(a)	Form of Indenture dated as of June 15, 1995, between the Registrant and U.S. Bank Trust
	National Association (formerly known as First Trust National Association), as Trustee. (2)	Incorporated by Reference
4(b)	Certificate of Bemis Company, Inc. regarding Rights Agreement. (3)	Incorporated by Reference
4(c)	Rights Agreement, dated as of July 29, 1999, between the Registrant and
	Wells Fargo Bank, National Association (formerly known as Norwest Bank
	Minnesota, National Association). (4)	Incorporated by Reference
19	Reports Furnished to Security Holders.	Filed Electronically
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO.	Filed Electronically
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO.	Filed Electronically
32	Section 1350 Certification of CEO and CFO.	Filed Electronically

(1)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 1-5277).

(2)Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277).

(3)Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-5277).

(4)Incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed on August 4, 1999 (File No. 1-5277).

7

EX-19

EXHIBIT 19

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Net sales	$	905,659		$	903,332		$	2,736,609		$	2,738,766
Costs and expenses:
Cost of products sold	744,747			729,262			2,221,633			2,211,085
Selling, general and administrative expenses	84,041			81,191			256,010			249,746
Research and development	6,501			6,088			19,201			18,879
Interest expense	13,105			11,653			38,248			37,528
Other costs (income), net	(8,608		)	(4,428		)	(22,516		)	(1,710		)
Minority interest in net income	1,134			985			2,812			2,447
Income before income taxes	64,739			78,581			221,221			220,791
Provision for income taxes	23,700			30,600			82,400			86,100
Net income	$	41,039		$	47,981		$	138,821		$	134,691
Basic earnings per share of common stock	$	.40		$	.46		$	1.34		$	1.28
Diluted earnings per share of common stock	$	.40		$	.45		$	1.32		$	1.26
Cash dividends paid per share of common stock	$	.21		$	.19		$	.63		$	.57
Weighted-average common shares outstanding	101,945			104,836			103,825			104,874
Weighted-average common shares and common stock equivalents outstanding	102,935			106,688			105,007			106,697

See accompanying notes to consolidated financial statements.

1

FINANCIAL STATEMENTS – UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

	September 30,			December 31,
	2007			2006
ASSETS
Cash and cash equivalents	$	165,481		$	112,160
Accounts receivable, net	470,556			448,382
Inventories, net	479,783			467,853
Prepaid expenses	60,497			65,317
Total current assets	1,176,317			1,093,712
Property and equipment, net	1,239,212			1,175,959
Goodwill	634,620			603,691
Other intangible assets, net	104,052			102,123
Deferred charges and other assets	45,244			63,524
Total	783,916			769,338
TOTAL ASSETS	$	3,199,445		$	3,039,009
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	5,499		$	16,345
Short-term borrowings	69,280			51,232
Accounts payable	381,526			383,351
Accrued salaries and wages	77,441			94,220
Accrued income and other taxes	10,308			10,307
Total current liabilities	544,054			555,455
Long-term debt, less current portion	842,083			722,211
Deferred taxes	139,426			134,168
Deferred credits and other liabilities	141,670			125,974
Total liabilities	1,667,233			1,537,808
Minority interest	36,774			29,185
Stockholders’ equity:
Common stock issued (116,941,126 and 116,114,347 shares)	11,694			11,611
Capital in excess of par value	322,851			317,177
Retained income	1,503,573			1,431,747
Other comprehensive income	132,003			29,098
Common stock held in treasury at cost (16,422,771 and 11,272,771 shares)	(474,683		)	(317,617		)
Total stockholders’ equity	1,495,438			1,472,016
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,199,445		$	3,039,009

See accompanying notes to consolidated financial statements.

2

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Nine Months Ended
	September 30,
	2007			2006
Cash flows from operating activities
Net income	$	138,821		$	134,691
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	119,260			118,075
Minority interest in net income	2,812			2,447
Excess tax benefit from share-based payment arrangements	(5,773		)	(864		)
Share-based compensation	12,490			8,368
Deferred income taxes	10,005			(12,525		)
Loss (income) of unconsolidated affiliated company	(787		)	114
Loss (gain) on sales of property and equipment	(132		)	912
Non-cash restructuring related activities	108			11,031
Changes in working capital, net of effects of acquisitions	(17,413		)	5,809
Net change in deferred charges and credits	33,113			20,457
Net cash provided by operating activities	292,504			288,515
Cash flows from investing activities
Additions to property and equipment	(139,742		)	(114,524		)
Business acquisitions and adjustments, net of cash acquired	(97		)	(10,800		)
Proceeds from sales of property and equipment	7,650			748
Net cash used in investing activities	(132,189		)	(124,576		)
Cash flows from financing activities
Repayment of long-term debt	(18,394		)	(47,335		)
Net borrowing (repayment) of commercial paper	132,800			(32,704		)
Net borrowing (repayment) of short-term debt	(2,276		)	9,730
Cash dividends paid to stockholders	(67,162		)	(61,612		)
Common stock purchased for the treasury	(157,066		)	(17,803		)
Excess tax benefit from share-based payment arrangements	5,773			864
Stock incentive programs and related withholdings	(14,745		)	51
Net cash (used) provided by financing activities	(121,070		)	(148,809		)
Effect of exchange rates on cash and cash equivalents	14,076			(828		)
Net increase in cash and cash equivalents	53,321			14,302
Cash and cash equivalents balance at beginning of year	112,160			91,125
Cash and cash equivalents balance at end of period	$	165,481		$	105,427

See accompanying notes to consolidated financial statements.

3

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

									Accumulated
			Capital In						Other			Common			Total
	Common		Excess of			Retained			Comprehensive			Stock Held			Stockholders’
	Stock		Par Value			Earnings			Income (Loss			In Treasury			Equity
Balance at December 31, 2005	$	11,598	$	267,274		$	1,337,590		$	32,706		$	(299,813	)	$	1,349,355
Net income						176,296									176,296
Unrecognized gain on derivative reclassified to earnings, net of tax $(337)									(526		)				(526		)
Translation adjustment									60,850						60,850
Pension liability adjustment, net of tax effect $(15,988)									24,794						24,794
Total comprehensive income															261,414
Adjustment to initially apply FAS No. 158, net of tax $55,076									(88,726		)				(88,726		)
Cash dividends paid on common stock $0.76 per share						(82,139		)							(82,139		)
Stock incentive programs and related tax effects (135,601 shares)	13		2,914												2,927
Impact of adopting FAS No. 123(R)			35,295												35,295
Share-based compensation			11,694												11,694
Purchase of 600,000 shares of common stock												(17,804		)	(17,804		)
Balance at December 31, 2006	11,611		317,177			1,431,747			29,098			(317,617		)	1,472,016
Net income for the first nine months of 2007						138,821									138,821
Unrecognized gain on derivative reclassified to earnings, net of tax $(252)									(395		)				(395		)
Translation adjustment for the first nine months of 2007									98,994						98,994
Pension liability adjustment, net of tax effect $(2,705)									4,306						4,306
Total comprehensive income *															241,726
Adjustment to initially apply FIN 48						167									167
Cash dividends paid on common stock $0.63 per share						(67,162		)							(67,162		)
Stock incentive programs and related withholdings (826,779 shares)	83		(14,745		)										(14,662		)
Excess tax benefit from share-based compensation arrangements			6,908												6,908
Share-based compensation			12,490												12,490
Other			1,021												1,021
Purchase of 5,150,000 shares of common stock												(157,066		)	(157,066		)
Balance at September 30, 2007	$	11,694	$	322,851		$	1,503,573		$	132,003		$	(474,683	)	$	1,495,438

*  Total comprehensive income for the third quarter of 2007 and 2006 was $84,862 and $47,176, respectively, and was $177,825 for the first nine months of 2006.

    See accompanying notes to consolidated financial statements

4

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 results for the interim period are not necessarily indicative of the results to be expected for the year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2006.

Note 2 – New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (FAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (FAS No. 159),  which permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The standard is effective beginning after December 31, 2007. The Company is currently evaluating the impact of adopting FAS No. 159 on its consolidated financial position and results of operations.

In September 2006, the FASB issued FAS No. 157, Fair Value Measurements (FAS No. 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. FAS No. 157 will apply whenever another standard requires (or permits) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value to any new circumstances, and is effective beginning after December 31, 2007. The Company is currently evaluating the impact of adopting FAS No. 157 on its consolidated financial position and results of operations.

Note 3 – Accounting for Stock-Based Compensation

Options were granted at prices equal to fair market value on the date of the grant and are exercisable, upon vesting, over varying periods up to ten years from the date of grant. Options for directors vest immediately, while options for Company employees generally vest over three years (one-third per year). The following table summarizes all stock option plan activity from December 31, 2006 to September 30, 2007:

	Aggregate			Per Share			Weighted-Average
	Intrinsic		Number of	Option Price			Exercise Price
	Value		Shares	Range			Per Share
Outstanding at December 31, 2006	$	28,269,000	2,011,178	$15.86	-	$26.95	$	19.92
Exercised			337,096	$18.81	-	$22.52	$	22.10
Outstanding at September 30, 2007	$	16,112,000	1,674,082	$15.86	-	$26.95	$	19.49
Exercisable at September 30, 2007	$	16,112,000	1,674,082	$15.86	-	$26.95	$	19.49

The following table summarizes information about outstanding and exercisable stock options at September 30, 2007:

	Options Outstanding				Options Exercisable
	Number	Weighted-Average			Number	Weighted-
Range of	Outstanding	Remaining	Weighted-Average		Exercisable	Average
Exercise Prices	at 9/30/07	Contractual Life	Exercise Price		at 9/30/07	Exercise Price
$15.86 - $18.81	1,259,612	2.3 years	$	17.77	1,259,612	$	17.77
$22.04 - $26.95	414,470	4.9 years	$	24.70	414,470	$	24.70
	1,674,082	2.9 years	$	19.49	1,674,082	$	19.49

Stock options have not been granted since early 2003. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:  dividend yield 2.3%, expected volatility 29.2%, risk-free interest rate 6.75%, and expected life 10.0 years.

In 1994, 2001, and in 2006, the Company adopted Stock Incentive Plans for certain key employees. The 1994, 2001, and 2007 (adopted in 2006) Plans provide for the issuance of up to 4,000,000, 5,000,000, and 6,000,000 shares of common stock, respectively. Each Plan expires 10 years after its inception, at which point no further stock options or restricted stock units may be granted. Since 1994, 3,932,910, 3,677,162, and 1,252,800 grants of either stock options or restricted stock units have been made under the 1994, 2001, and 2007 Plans, respectively. Distribution of the restricted stock units 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 restricted stock unit grant. All restricted stock units granted under the plan are subject to restrictions as to continuous employment, except in the case of death,

5

permanent disability, or retirement. In addition, cash payments are made during the grant period on outstanding restricted stock units equal to the dividend on Bemis common stock. The cost of the award is based on the fair market value of the stock on the date of grant. The cost of the awards is charged to income over the requisite service period.

As of September 30, 2007, the unrecorded compensation cost for restricted stock units is $57,677,000 and will be recognized over the remaining vesting period for each grant which ranges between December 31, 2007 and December 31, 2012. The remaining weighted-average life of all restricted stock units outstanding is 3.25 years.

The following table summarizes all restricted stock unit activity from December 31, 2006 to September 30, 2007:

			Number of
	Aggregate		Restricted
	Intrinsic Value		Stock Units
Outstanding units at December 31, 2006			3,200,437
Restricted stock units granted			1,292,300
Restricted stock units paid			(1,146,821	)
Restricted stock units canceled			(39,500	)
Outstanding units at September 30, 2007	$	96,250,000	3,306,416

Note 4 – Goodwill and Other Intangible Assets

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

	Flexible Packaging		Pressure Sensitive
(in thousands)	Segment		Materials Segment			Total
Reported balance at December 31, 2005	$	530,711	$	50,708		$	581,419
Business acquisition and purchase price adjustments	6,497		2,168			8,665
Currency translation adjustment	13,540		67			13,607
Reported balance at December 31, 2006	$	550,748	$	52,943		$	603,691
Currency translation adjustment	30,957		(28		)	30,929
Reported balance at September 30, 2007	$	581,705	$	52,915		$	634,620

The components of amortized intangible assets follow:

	September 30, 2007					December 31, 2006
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
Intangible Assets (in thousands)	Amount		Amortization			Amount		Amortization
Contract based	$	15,447	$	(8,893	)	$	15,447	$	(8,055	)
Technology based	52,753		(18,727		)	52,609		(16,548		)
Marketing related	24,126		(7,226		)	21,405		(5,441		)
Customer based	65,952		(19,380		)	55,933		(13,227		)
Reported balance	$	158,278	$	(54,226	)	$	145,394	$	(43,271	)

Amortization expense for intangible assets during the first nine months of 2007 was $7.1 million. Estimated amortization expense for the remainder of 2007 is $2.0 million; for 2008 through 2010 is $9.0 million each year; $8.7 million for 2011; and $7.4 million for 2012.

Note 5 – Inventories

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

	September 30,			December 31,
(in thousands)	2007			2006
Raw materials and supplies	$	163,130		$	169,914
Work in process and finished goods	333,743			316,482
Total inventories, gross	496,873			486,396
Less inventory write-downs	(17,090		)	(18,543		)
Total inventories, net	$	479,783		$	467,853

Note 6 – Restructuring of  Operations

In January 2006, the Company committed to a plan to close five flexible packaging plants:  Peoria, Illinois; Denmark and Neenah, Wisconsin; Georgetown, Ontario, Canada; and Epernon, France. The closure of these plants, together with related support staff and capacity reductions within the flexible packaging business segment reduced fixed costs and improved capacity utilization elsewhere in the Company. During 2006, the Company incurred charges of $11.6 million for employee severance, $12.3 million for accelerated depreciation, and $5.1 million for other related costs. During the third quarter of 2007, the Company incurred nominal charges for employee severance and other related costs. During the first nine months of 2007, the Company incurred charges of $0.7 million for employee severance, $0.2 million for

6

accelerated depreciation, and $0.4 million for other related costs which is offset by a gain of $1.6 million on the sale of idle manufacturing facilities.

Also in January 2006, the Company committed to a plan to close a pressure sensitive materials plant located in Hopkins, Minnesota. The closure of this plant, together with related support staff and capacity reductions within the pressure sensitive materials business segment, reduced fixed costs and improved capacity utilization. During 2006, the Company incurred charges of $0.5 million for employee severance and $0.5 million for other related costs. Nominal costs were incurred during the first nine months of 2007.

Manufacturing activity has been concluded at the six manufacturing plants identified for closure with customer order fulfillment absorbed by other facilities within the Company. While termination of manufacturing activity at these facilities has been accomplished, final relocation of equipment and employees and final settlement of pension related issues will continue during 2007.

During 2006, a total of $18.3 million has been charged to other costs (income) and $12.9 million has been included in cost of products sold within the consolidated statement of income. During the third quarter of 2007 nominal costs have been included in other costs (income) within the consolidated statement of income. For the first nine months of 2007 a net gain of $0.4 million has been included in other costs (income) and a $0.3 million charge has been included in cost of products sold within the consolidated statement of income. The accrued liability at September 30, 2007, is $0.2 million. Total costs of $35.0 million are expected for this restructuring effort, of which $31.0 million will be incurred by the flexible packaging segment, $1.8 million for the pressure sensitive materials segment, and $2.2 million for corporate relocation. Net cash cost is expected to be $18.3 million and non-cash cost is expected to total $16.7 million. The majority of these costs and payments were incurred in 2006.

An analysis of this restructuring plan and related costs activity follows:

				Facilities						Total
	Employee			Consolidation			Accelerated			Restructuring
(in thousands)	Costs			or Relocation			Depreciation			and Related Costs
2006 Activity
Reserve balance at December 31, 2005	$	0		$	0		$	0		$	0
Total net expense accrued
Corporate				(1,288		)				(1,288		)
Flexible Packaging	(11,555		)	(5,136		)	(12,262		)	(28,953		)
Pressure Sensitive	(519		)	(416		)	(47		)	(982		)
Charges to accrual account
Corporate				1,288						1,288
Flexible Packaging	11,170			5,136			12,262			28,568
Pressure Sensitive	519			416			47			982
Reserve balance at December 31, 2006	$	(385	)	$	0		$	0		$	(385	)
2007 Activity –Year-to-Date
Reserve balance at December 31, 2006	$	(385	)	$	0		$	0		$	(385	)
Total net expense accrued
Corporate				(195		)				(195		)
Flexible Packaging	(708		)	1,160			(174		)	278
Pressure Sensitive
Charges to accrual account
Corporate				195						195
Flexible Packaging	887			(1,160		)	174			(99		)
Pressure Sensitive
Reserve balance at September 30, 2007	$	(206	)	$	0		$	0		$	(206	)
2007 Activity – Third Quarter
Reserve balance at June 30, 2007	$	(206	)	$	0		$	0		$	(206	)
Total net expense accrued
Corporate
Flexible Packaging	(77		)	(8		)				(85		)
Pressure Sensitive
Charges to accrual account
Corporate
Flexible Packaging	77			8						85
Pressure Sensitive
Reserve balance at September 30, 2007	$	(206	)	$	0		$	0		$	(206	)

7

Note 7 – Accumulated Other Comprehensive Income (Loss)

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

(in thousands)	September 30, 2007			December 31, 2006
Foreign currency translation	$	221,448		$	122,454
Pension liability, net of deferred tax benefit of $57,659 and $59,666	(91,814		)	(96,121		)
Unrecognized gain on derivative, net of deferred tax of $1,516 and $1,768	2,369			2,765
Accumulated other comprehensive income (loss)	$	132,003		$	29,098

Note 8 – Components of Net Periodic Benefit Cost

Benefit costs for defined pension benefit plans are shown below. Costs for other benefits include defined contribution pension plans and postretirement benefits other than pensions. The funding policy and expectations disclosed in the Company’s 2006 Annual Report on Form 10-K are expected to continue unchanged throughout 2007.

	Three Months Ended September 30,											Nine Months Ended September 30,
	Pension Benefits						Other Benefits					Pension Benefits						Other Benefits
(in thousands)	2007			2006			2007			2006		2007			2006			2007			2006
Service cost – benefits earned during the period	$	3,485		$	3,718		$	3,149		$	2,896	$	10,324		$	11,095		$	9,358		$	8,737
Interest cost on projected benefit obligation	8,152			7,681			294			393		24,305			22,990			883			1,177
Expected return on plan assets	(11,387		)	(10,422		)						(34,013		)	(31,209		)
Amortization of unrecognized transition obligation	67			62								188			180
Amortization of prior service cost	571			649			54			173		1,712			1,946			161			518
Recognized actuarial net (gain) or loss	1,965			2,624			(15		)	4		5,869			7,866			(46		)	12
Net periodic pension (income) cost	$	2,853		$	4,311		$	3,482		$	3,466	$	8,385		$	12,868		$	10,356		$	10,444

Note 9 – Segments of Business

The Company’s business activities are organized around and aggregated into its two principal business segments, Flexible Packaging and Pressure Sensitive Materials. Both internal and external reporting conforms to this organizational structure, with no significant differences in accounting policies applied. The Company evaluates the performance of its segments and allocates resources to them based primarily on operating profit, which is defined as profit before general corporate expense, interest expense, income taxes, and minority interest. A summary of the Company’s business activities reported by its two business segments follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Business Segments (in millions)	2007			2006			2007			2006
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	745.7		$	749.2		$	2,247.5		$	2,257.1
Pressure Sensitive Materials	161.8			156.7			494.4			484.8
Intersegment Sales:
Flexible Packaging	(0.3		)	(0.1		)	(0.5		)	(0.3		)
Pressure Sensitive Materials	(1.5		)	(2.5		)	(4.8		)	(2.8		)
Total Net Sales	$	905.7		$	903.3		$	2,736.6		$	2,738.8
Operating Profit and Pretax Profit:
Flexible Packaging	$	81.6		$	92.0		$	263.3		$	251.5
Pressure Sensitive Materials	9.1			11.5			33.5			40.9
Total operating profit	90.7			103.5			296.8			292.4
General corporate expenses	(11.8		)	(12.2		)	(34.6		)	(31.7		)
Interest expense	(13.1		)	(11.7		)	(38.2		)	(37.5		)
Minority interest in net income	(1.1		)	(1.0		)	(2.8		)	(2.4		)
Income before income taxes	$	64.7		$	78.6		$	221.2		$	220.8
Identifiable Assets:
Flexible Packaging							$	2,711.8		$	2,584.8
Pressure Sensitive Materials							360.9			348.9
Total identifiable assets							3,072.7			2,933.7
Corporate assets							126.7			161.5
Total							$	3,199.4		$	3,095.2

8

Note 10 – Income Taxes

The Company adopted FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (FIN 48), on January 1, 2007. The Company recognized no material adjustments as a result of the implementation of this policy. As of January 1, 2007, the Company had approximately $13.9 million of total unrecognized tax benefits. Of this total, approximately $6.0 million represented the amount of unrecognized tax benefits that would impact the effective income tax rate if recognized in any future periods.

In the nine months ended September 30, 2007, the Company reduced its unrecognized tax benefits by approximately $5.2 million. The Company does not expect significant changes to the balance of unrecognized tax benefits within the next 12 months. Since January 1, 2007, there has not been a material change in the amount of unrecognized tax benefits that would impact the effective income tax rate if recognized in any future periods.

The Company recognizes interest and penalties related to income tax matters as components of income tax expense. The Company had approximately $1.2 million accrued for interest and penalties at January 1, 2007. As of September 30, 2007, there has not been a material change in the amount accrued for interest and penalties.

The Company and its subsidiaries are subject to U.S. federal and state income tax as well as income tax in multiple international jurisdictions. With few exceptions, the Company is no longer subject to examinations by tax authorities for years prior to 2002 in the significant jurisdictions in which we operate.

Note 11 – Earnings Per Share Computations

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2007		2006		2007		2006
Weighted average common shares outstanding – basic	101,945		104,836		103,825		104,874
Dilutive shares	990		1,852		1,182		1,823
Weighted average common and common equivalent shares outstanding – diluted	102,935		106,688		105,007		106,697
Net income for basic and diluted earnings per share computation	$	41,039	$	47,981	$	138,821	$	134,691
Earnings per common share – basic	$	0.40	$	0.46	$	1.34	$	1.28
Earnings per common share – diluted	$	0.40	$	0.45	$	1.32	$	1.26

Note 12 – 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.

The Company is a potentially responsible party (PRP) in twelve superfund sites around the United States. 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.

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 $59.6 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the September 30, 2007 exchange rate. Dixie Toga challenged the assessments and ultimately litigated the issue. A lower court decision in 2002 cancelled all of the assessments for 1991-1995. The City of São Paulo, the State of São Paulo, and Dixie Toga have each appealed parts of the lower court decision. The City continues to assert the applicability of the city services tax and has issued assessments for the subsequent years 1996-2001. The assessments for those years for tax and penalties (exclusive of interest) are estimated to be approximately $38.0 million at the date of acquisition, translated to U.S. dollars at the September 30, 2007 exchange rate. In the event of an adverse resolution, these estimated amounts for all assessments could be substantially increased for interest, monetary adjustments, and corrections.

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.

9

The Secretariat of Economic Law (SDE), a governmental agency in Brazil, has 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.

The Company and its subsidiary, Morgan Adhesives Company, have been named as defendants in thirteen civil lawsuits related to an investigation that was initiated and subsequently closed by the U.S. Department of Justice without any further action.  Six of these lawsuits purport to represent a nationwide class of labelstock purchasers, and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  On November 5, 2003, the Judicial Panel on MultiDistrict Litigation issued a decision consolidating all of the federal class actions for pretrial purposes in the United States District Court for the Middle District of Pennsylvania, before the Honorable Chief Judge Vanaskie.  Judge Vanaskie entered an order which called for discovery to be taken on the issues relating to class certification and briefing on plaintiffs’ motion for class certification to be completed by March 1, 2007. On March 1, 2007, oral argument was held on plaintiffs’ motion for class certification. The Court has taken the motion under advisement. At this time, a discovery cut-off and a trial date have not been set.  The Company has also been named in three lawsuits filed in the California Superior Court in San Francisco. Three of these lawsuits seek to represent a class of all California indirect purchasers of labelstock and each alleged a conspiracy to fix prices within the self-adhesive labelstock industry. These three lawsuits have been consolidated. The fourth lawsuit seeks to represent a class of California direct purchasers of labelstock and alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  Finally, the Company has been named in one lawsuit in Vermont, seeking to represent a class of all Vermont indirect purchasers of labelstock, one lawsuit in Ohio, seeking to represent a class of all Ohio indirect purchasers of labelstock, one lawsuit in Nebraska seeking to represent a class of all Nebraska indirect purchasers of labelstock, one lawsuit in Kansas seeking to represent a class of all Kansas indirect purchasers of labelstock, and one lawsuit in Tennessee, seeking to represent a class of purchasers of labelstock in various jurisdictions, all alleging a conspiracy to fix prices within the self-adhesive labelstock industry.  The Company intends to vigorously defend these lawsuits.

Given the ongoing status of the class-action civil lawsuits, the Company is unable to predict the outcome of these matters although the effect could be material to the results of operations and/or cash flows of the period in which the matter is resolved.  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.

10

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CEO

I, Jeffrey H. Curler, certify that:

1. I have reviewed this report on Form 10-Q of Bemis Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date	November 8, 2007	By /s/ Jeffrey H. Curler
		Jeffrey H. Curler, Chairman and
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CFO

I, Gene C. Wulf, certify that:

1. I have reviewed this report on Form 10-Q of Bemis Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date	November 8, 2007	By /s/ Gene C. Wulf
		Gene C. Wulf, Senior Vice President and
		Chief Financial Officer

EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS OF CEO AND CFO

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that the quarterly report on Form 10-Q of Bemis Company, Inc. for the quarter ended September 30, 2007 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bemis Company, Inc.

/s/ Jeffrey H. Curler	/s/ Gene C. Wulf
Jeffrey H. Curler, Chairman and	Gene C. Wulf, Senior Vice President and
Chief Executive Officer	Chief Financial Officer
November 8, 2007	November 8, 2007