UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Three Months Ended September 30, 2005

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.)

222 South 9th Street, Suite 2300
Minneapolis, Minnesota		55402-4099
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (612) 376-3000

Indicate by check mark whether the registrant: (1) 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 (2) has been subject to such filing requirements for the past 90 days YES ý NO o

Indicate by check mark whether the registrant is an accelerated filer. YES ý NO o

Indicate by check mark whether the registrant is a shell company. YES o NO ý

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 4, 2005, the Registrant had 105,300,484 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, 2005.

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

Overview

Third quarter 2005 diluted earnings per share was $0.41 compared to $0.41 per share in the third quarter of 2004. A 22.2 percent increase in net sales compared to the third quarter of 2004 reflects a 6.0 percent increase from higher selling prices implemented to offset significant increases in raw material costs in addition to a 16.2 percent increase related to a January 2005 acquisition. Increased raw material costs have reduced margins to offset the positive effects of the acquisition during 2005.

Market Conditions

The market for polymer resins has been volatile during the past 12 months, experiencing record price increases and supply shortages. Bemis uses varying grades of many different polymer resins in our flexible packaging manufacturing operations, including nylon, polyester, polypropylene, EVOH (ethyl vinyl alcohol) and polyethylene. We employ a business model that periodically adjusts product selling prices to reflect changes in raw material costs. During the first nine months of 2005, the pricing for our products has been adjusted to reflect substantial increases in the cost of polymer resins that occurred at the end of 2004 and in 2005. The time lag between raw material cost increases and selling price increases resulted in reduced operating margins. This negative impact on 2005 operating profit was magnified during the first half of the year by production volume fluctuations resulting from a shift in customer order patterns and a highly competitive environment.

In August and September of 2005, the petrochemical industry suffered facility damage, production disruptions and transportation shortages due to the impact of two Gulf Coast hurricanes. This event has challenged the plastics industry to find alternative sources of raw materials or modify specifications to minimize the impact of resin shortfalls. Bemis has been able to meet customer obligations and has re-qualified alternative sources of raw materials as a precautionary measure. We expect to meet the resin needs of our existing customer base and have limited need to substitute suppliers outside of our normal purchasing process.

Results of Operations — Third Quarter 2005

Consolidated Overview

Net sales for the third quarter ended September 30, 2005, were $870.1 million compared to $711.9 million in the third quarter of 2004, an increase of 22.2 percent. The January 2005 acquisition of Dixie Toga in Brazil resulted in a 16.2 percent increase in net sales compared to the third quarter of last year. Currency effects were neutral for the quarter.

Net income totaled $44.2 million for the third quarter of 2005, compared to $43.8 million for the same period of 2004. Diluted earnings per share was $0.41 for the third quarter, equal to the diluted earnings per share in the third quarter of 2004. The operating results of Dixie Toga, our January 2005 flexible packaging acquisition, were accretive to earnings per share during the third quarter, but the positive impact was offset by higher raw material costs and lower operating margins in the Company’s other operations.

Flexible Packaging Business Segment

Net sales for the flexible packaging business segment increased to $723.0 million compared to $571.7 million in the third quarter of 2004, a 26.5 percent increase. Acquisitions accounted for a 20.2 percent increase in net sales. Currency effects were neutral to net sales growth during the current quarter. The remaining 6.3 percent sales increase reflects an increase in price and mix, which impacted all markets and primarily reflects increased selling prices. Unit volume in certain markets like meat, cheese and health and hygiene products, representing about 43 percent of flexible packaging sales, was even with the third quarter of 2004. Unit volume increases in packaging for medical device, dry goods and specialty food markets were offset by decreases in unit volume for markets such as confectionery and snack foods, frozen foods, bakery, industrial and pet products.

Operating profit from the flexible packaging business segment was $89.0 million, compared to $74.6 million during the third quarter of 2004. As a percent of net sales, operating profit decreased to 12.3 percent in 2005 from 13.1 percent in 2004. While operating margins have improved sequentially, they continue to be lower than the prior year due to the higher raw material costs during 2005. During the third quarter, we continued to improve our pricing and purchasing mechanisms to provide a better match during periods of volatile market prices as experienced during 2005.

Pressure Sensitive Materials Business Segment

Third quarter net sales for the pressure sensitive materials business segment increased 5.0 percent to $147.2 million in 2005 compared to $140.2 million in 2004. Currency effects were neutral during the quarter. The increase in net sales is a result of double-digit unit sales volume increases in our largest pressure sensitive materials product line, label products, which more than offset reduced unit volume in technical products. Unit sales volume of graphic products was up about one percent compared to the third quarter of 2004. In total, a

combined increase of 11.3 percent in unit volume for pressure sensitive materials was offset by a 5 percent decrease in price and mix, reflecting the change in mix due to increased sales of lower priced label products.

Operating profit from the pressure sensitive materials business was $9.6 million, or 6.5 percent of net sales, compared to $7.9 million, or 5.7 percent of net sales, in the third quarter of 2004. Operating profit for the third quarter of 2005 included a $0.9 million gain on the sale of a closed facility, while operating profit in the third quarter of 2004 included restructuring and related charges of $1.1 million. Excluding the impact of the restructuring related activities, operating profit as a percentage of net sales was 5.9 percent in the third quarter of 2005 compared to 6.4 percent in the same period of 2004. The lower operating margins are due to the change in sales mix reflecting a higher proportion of label products.

Consolidated Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $82.8 million in the third quarter of 2005 compared to $69.6 million for the third quarter of 2004. Increased selling, general and administrative expenses reflect higher costs associated with employee benefits and the Dixie Toga acquisition during 2005. As a percentage of sales, this category of expenses decreased in the third quarter of 2005 to 9.5 percent compared to 9.8 percent in the same period of 2004. We expect selling, general and administrative expenses as a percentage of net sales for the total year 2005 to be in the range of 9.5 to 10.0 percent.

Research and Development

Research and development expenses were $5.9 million for the third quarter of 2005 compared to $5.4 million during the same period of 2004. As a percent of net sales, research and development expenses were 0.7 percent, slightly lower than the third quarter of 2004.

Interest Expense

Interest expense was $9.8 million for the third quarter of 2005, an increase of $5.8 million from the third quarter of 2004. The increase reflects $3.7 million related to higher debt levels as a result of the Dixie Toga acquisition and higher interest rates compared to the third quarter of 2004. For the quarter ended September 30, 2005, about 64 percent of our outstanding debt was subject to variable interest rates for which the effective interest rate was 4.7 percent. For the same period of 2004, substantially all of our debt was subject to variable interest rates for which the effective interest rate was 2.9 percent.

Other Costs (Income), Net

During the third quarter of 2005, other costs and income included $0.9 million of gain on the sale of a plant that was closed during 2003. This gain is included in the operating profit of the pressure sensitive materials segment. During the third quarter of 2004, other costs and income included $3.4 million of equity income from our investment in a Brazilian joint venture with Dixie Toga. Since the acquisition of Dixie Toga, this former joint venture is accounted for on a consolidated basis and the related operating results are included with the flexible packaging segment.

Minority Interest in Net Income

In connection with the acquisition of Dixie Toga in 2005, we initially acquired 43 percent of its outstanding nonvoting preferred stock. During the nine months ended September 30, 2005, Dixie Toga purchased additional preferred shares thereby effectively increasing Bemis’ preferred share ownership to 54 percent. The increase in minority interest in 2005 is primarily due to the accounting for the preferred stock of Dixie Toga that was not acquired.

Income Taxes

Our effective tax rate was 39.6 percent in the third quarter of 2005, an increase from our rate for the same period of 2004 of 38.7 percent. 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. The increase from the third quarter of 2004 reflects a change in the percentage of income from international tax jurisdictions.

Results of Operations — Nine Months Ended September 30, 2005

Consolidated Overview

Net sales for the nine months ended September 30, 2005, were $2.6 billion compared to $2.1 billion in the first nine months of 2004, an increase of 22.4 percent. The January 2005 acquisition of Dixie Toga in Brazil accounted for a 15.4 percent increase in net sales compared to the first nine months of last year. In addition, currency effects represented a 0.6 percent increase in net sales.

Net income totaled $117.6 million for the first nine months of 2005, compared to $132.6 million for the same period of 2004. Diluted earnings per share was $1.09 for the first nine months, compared to $1.23 per share for the first nine months of 2004. Net income has been negatively affected by higher raw material costs and increased competition in our flexible packaging business segment in addition to increased interest rates on debt.

Flexible Packaging Business Segment

Net sales for the flexible packaging business segment increased to $2.1 billion compared to $1.7 billion in the first nine months of 2004, a 27.5 percent increase. Acquisitions accounted for a 19.4 percent increase in net sales. Currency effects accounted for a 0.6 percent increase in net sales. The remaining 7.5 percent sales increase consists of an improvement of 0.6 percent in unit sales volume and a 6.9 percent increase in price and mix. The increase in price and mix primarily reflects increases in selling prices across all markets. For the first nine months of 2005, unit volume increases in packaging for meat and cheese, health and hygiene products, dry goods, coffee, and medical device

markets were substantially offset by unit volume decreases in packaging for confectionery, snack, frozen foods, bakery, pet products and industrial markets.

Operating profit from the flexible packaging business segment was $239.6 million, or 11.2 percent of sales, compared to $226.9 million, or 13.5 percent of sales, during the first nine months of 2004. Operating profit has been negatively impacted by higher raw material costs and shifts in customer order patterns that caused reduced production efficiency during the first nine months of 2005. During the third quarter of 2005, productivity improvements reduced production costs and improved capacity for high demand products. We have also improved our ability to manage the impact of volatile raw material costs by modifying procedures and policies to better align input costs and selling prices.

Pressure Sensitive Materials Business Segment

Net sales for the pressure sensitive materials business segment increased 2.8 percent during the nine months ended September 30, 2005, to $446.2 million in 2005 compared to $434.1 million in 2004. Currency effects were neutral during the period. The 2.8 percent increase in net sales is a reflection of unit volume increases in all product markets totaling 2.3 percent and combined price and mix increases totaling 0.5 percent.

Operating profit from the pressure sensitive materials business was $26.5 million, or 5.9 percent of net sales, compared to $22.8 million, or 5.3 percent of net sales, in the first nine months of 2004. A gain of $0.9 million related to the sale of a plant that was closed during 2003 is included in the results for the first nine months of 2005. Restructuring and related charges reduced the results of the first nine months of 2004 by $2.3 million. Excluding the impact of these items, operating profit as a percent of net sales would have been 5.7 percent for the first nine months of 2005, compared to 5.8 percent for the same period of 2004.

Consolidated Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $250.5 million for the nine months ended September 30, 2005, compared to $211.5 million for the first nine months of 2004. As a percentage of net sales, this category of expenses decreased in the first nine months of 2005 to 9.7 percent compared to 10.0 percent in the same period of 2004.

Interest Expense

Interest expense was $28.2 million for the first nine months of 2005, an increase of $17.6 million from the same period of 2004. The increase reflects higher debt levels as a result of the January 2005 Dixie Toga acquisition and higher interest rates during 2005 compared to the first nine months of 2004.

Other Costs (Income), Net

During the nine months ended September 30, 2005, we recorded $1.1 million of net other costs compared to $9.8 million of net other income in the same period of 2004. The difference of $10.9 million is primarily due to the effect of operating profit from our Brazilian joint venture which was accounted for on the equity method during 2004. Since the acquisition of Dixie Toga, this former joint venture is accounted for on a consolidated basis and the related operating results are included with the flexible packaging segment.

Income Taxes

Our effective tax rate was 39.4 percent in the first nine months of 2005, compared to 38.7 percent for the same period of 2004. The increase from the first nine months of 2004 reflects a change in the percentage of income from international tax jurisdictions.

Liquidity and Capital Resources

Debt to Total Capitalization

Debt to total capitalization (which includes total debt, long-term deferred tax liabilities and equity) was 35.2 percent at September 30, 2005, compared to 26.7 percent at December 31, 2004. Total debt as of September 30, 2005 was $839.2 million, an increase of $299.6 million from December 31, 2004. This increase primarily reflects the impact of the Dixie Toga acquisition.

Sources of Liquidity

On September 30, 2005, total long-term debt included $300 million of public bonds due in 2012, $250 million of public bonds due in 2008 and $200.1 million of commercial paper. Outstanding commercial paper is supported by $500 million of back-up credit facilities. On July 1, 2005, $100 million of public bonds matured and were repaid using commercial paper.

Uses of Liquidity

Net cash provided by operating activities increased to $250.2 million in the first nine months of 2005 compared to $197.5 million in the same period of 2004. This improvement reflects a lower use of working capital during the first nine months of 2005 and a $40 million voluntary cash contribution to the Bemis defined benefit plans in August of 2004. No cash contributions are required for the principal defined benefit plans in 2005.

Capital expenditures were $122.5 million for the nine months ended September 30, 2005, compared to $99.5 million for the same period of 2004. Capital expenditures for 2005 are expected to be in the range of $175 to $185 million, an increase from 2004 levels primarily reflecting investments in capacity for North and South American operations as well as fourth quarter payments for a global enterprise resource planning system to be implemented over the next several years.

During the nine months ended September 30, 2005, Dixie Toga purchased approximately $10 million of its publicly traded preferred shares on the Bovespa Stock Exchange in São Paulo, Brazil, thereby increasing Bemis’ effective ownership of Dixie Toga to approximately 85 percent.

Interest Rate Swaps

The fair value of interest rate swap agreements recorded on the balance sheet decreased from $14.9 million at December 31, 2004, to $6.7 million at September 30, 2005. The impact of this change was an $8.2 million decrease in the recorded value of long-term debt with a corresponding decrease in other assets.

Recent Accounting Pronouncements

In December 2004, the FASB issued FASB Staff Positions (FSP) No. FAS 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004.” This FSP provides guidance on how an enterprise should account for the deduction for qualified production activities provided by the American Jobs Act of 2004. Pursuant to this guidance, the deduction has no effect on deferred tax assets and liabilities existing at the enactment date. The impact of this deduction will be reported in the period in which the deduction is claimed on our tax return.

In December 2004, the FASB issued FSP No. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004” (the “Act”). This FSP allows additional time for companies to determine how the new law affects a company’s accounting for deferred tax liabilities on unremitted foreign earnings. The new law provides for a special one-time deduction of 85% of certain foreign earnings that are repatriated and which meet certain requirements. The deduction is available to corporations during the tax year that includes October 22, 2004, or the immediately subsequent tax year. For Bemis Company, the deduction election is available for the 2005 calendar year. Due to the complexity of the repatriation provision, we are still evaluating the effects of the Act on our plan for repatriation of unremitted foreign earnings and the related impact on our tax provision. We anticipate that this evaluation will be completed by the end of the calendar year. The range of possible amounts of unremitted foreign earnings that we are currently considering eligible for repatriation is between zero and approximately $130 million. The related potential range of income tax is between zero and approximately $7 million.

Forward-Looking Statements

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

Factors that could cause actual results to differ from those expected include, but are not limited to, general economic conditions caused by inflation, interest rates, consumer confidence, rates of unemployment and foreign currency exchange rates; investment performance of assets in our pension plans; operating results and cash flows from acquisitions which differ from what we anticipate; competitive conditions within our markets, including the acceptance of our new and existing products; 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; broad changes in customer order patterns; the presence of adequate cash available for investment in our business while maintaining desired debt levels; 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 U.S. Department of Justice criminal investigation into competitive practices in the label stock industry, any related proceedings or civil lawsuits, and the investigation by European Anticompetitive Authorities into the competitive practices in the paper and forestry products industries; 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, our quarterly reports on Form 10-Q, and our current report on Form 8-K filed March 15, 2005, 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.

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

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.

Paper products — Products that consist primarily of multiwall and single ply paper bags and printed paper roll stock.

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.

Roll label products — Pressure sensitive materials made up and sold in roll form.

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

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

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s market risk during the three-month period ended September 30, 2005. For additional information, refer to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

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”)) in place throughout 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. There has been no significant 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 of Shares	Maximum Number of
	Total Number	Average	Purchased as Part of	Shares That May Yet Be
	of Shares	Price Paid	Publicly Announced	Purchased Under
Period	Purchased	per Share	Plans or Programs	the Plans or Programs
July 2005	80,000	27.05
August 2005	1,545,000	26.48	600,000
September 2005	244,700	26.14
Total	1,869,700	26.46	600,000	2,824,896

On August 4, 2005, the Company announced the adoption of a plan under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate the repurchase of up to 600,000 shares of its common stock in order to offset the dilutive effect of the Company’s stock used in annual incentive plans. This plan was completed with the purchase of 600,000 shares of common stock during the five-day period beginning August 8, 2005. Excluding this five-day period, the Company also purchased, in open market transactions, an additional 1,269,700 shares of its common stock. As of September 30, 2005, under authority granted by the Board of Directors in 2000, the Company may repurchase an additional 2,824,896 shares of its common stock.

ITEM 5. OTHER INFORMATION

On November 2, 2005, the Company announced that its Board of Directors has approved the move of the Bemis Company corporate headquarters from Minneapolis, Minnesota to Neenah, Wisconsin. The decision to move to Wisconsin will impact only a few people and should be completed by May 2006. The existing Minneapolis office will remain open as an Administrative Office for finance, accounting, tax and information technology.

ITEM 6. EXHIBITS

(a) The Exhibit Index is incorporated herein by reference.

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 4, 2005	/s/Gene C. Wulf
		Gene C. Wulf, Senior Vice President and
		Chief Financial Officer

Date	November 4, 2005	/s/ Stanley A. Jaffy
		Stanley A. Jaffy, Vice President
		and Controller

EXHIBIT INDEX

Exhibit		Description	Form of Filing
	2(a)	Dixie Toga S.A. Stock Purchase Agreement between Bemis Company, Inc. as buyer and the therein listed sellers.(1)	Incorporated by Reference
	3(a)	Restated Articles of Incorporation of the Registrant, as amended.(2)	Incorporated by Reference
	3(b)	By-Laws of the Registrant, as amended through May 6, 2004.(2)	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.(3)	Incorporated by Reference
	4(b)	Certificate of Bemis Company, Inc. regarding Rights Agreement.(4)	Incorporated by Reference
	4(c)	Rights Agreement, dated as of July 29, 1999, between the Registrant and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association).(5)	Incorporated by Reference
	10(c)	Bemis Company, Inc. Form of Management Contract with principal executive officers.	Filed Electronically
	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
	99.1	Press Release dated November 2, 2005, announcing May 2006 headquarters move.	Filed Electronically

(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 11, 2005 (File No. 1-5277).

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

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

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

(5) 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).

Exhibit 10(c)

EXHIBIT 10(c) — BEMIS COMPANY, INC. FORM OF MANAGEMENT CONTRACT

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (the “Agreement”) is entered into effective October 26, 2005, by and between Bemis Company, Inc., a Missouri corporation (the “Company”) and (the “Executive”).

WHEREAS, the Executive is a key member of the management of the Company and has devoted substantial skill and effort to the affairs of the Company; and

WHEREAS, the Company and its shareholders wish to continue to obtain the benefits of the Executive’s services and attention to the affairs of the Company; and

WHEREAS, the Company recognizes that, as a publicly-held corporation, it is subject to the ongoing risk of a change of control, and that the adverse personal consequences of a change of control may distract Executive or encourage Executive’s premature termination of employment to the detriment of the Company and its shareholders; and

WHEREAS, it is desirable and in the best interests of the Company and its shareholders to take steps that will allow the Executive to make judgments and advise the Company with respect to proposed changes of control without regard to the possible adverse personal consequences of such events, and to provide an inducement for the Executive to remain in the service of the Company prior to any proposed or anticipated change of control, and to remain in the service of the Company after any change of control to the extent necessary to facilitate an orderly transition; and

WHEREAS, the Executive desires to obtain appropriate protection in the event of an actual or anticipated change of control; and

WHEREAS, the Company recognizes that it is important to Executive to receive prompt and certain payment of any amounts which become due under this Agreement;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the Company and the Executive hereby agree as follows:

1. Defined Terms . Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Appendix A.

2. Duration . This Agreement establishes certain rights and obligations in the event Executive has a Qualifying Event (as defined in Section 5 below). Unless earlier terminated or modified, which in either case can be done only by mutual written consent of the parties, this Agreement shall continue in effect until either (i) the benefits due and payable under this Agreement have been paid in full or (ii) the Executive’s employment with Company terminates under circumstances that do not entitle Executive to any benefits under this Agreement.

3. Prior Agreements . Any prior agreement entered into by and between Executive and the Company that was titled “Management Agreement” and that, among other things, provided compensation upon the occurrence of a “Change in Control Event,” is hereby terminated. Except as otherwise provided herein, this Agreement supercedes any such “Management Agreement” and the portion or portions of any and all other agreements entered into prior to the effective date of this Agreement relating to severance pay and post-employment welfare benefits due to Executive in the event Executive has a Qualifying Event. Nothing in this Agreement shall adversely affect any rights Executive may have to equity-based compensation (including but not limited to stock options, equity units, and restricted stock), long-term incentive compensation, supplemental retirement benefits, deferred compensation that is not severance pay, and benefits under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended), all of which shall be administered after a Qualifying Event in accordance with the terms of the applicable plan documents and agreements and without regard to this Agreement.

4. No Employment Contract . This Agreement shall not be construed as creating an express or implied contract of employment. Except as otherwise agreed in writing between the Executive and the Company, the Executive’s employment shall be “at will” and Executive shall not have any right to be retained in the employ of the Company and its affiliates.

5. Qualifying Event . The Executive shall be deemed to have had a “Qualifying Event” if prior to attaining age 65:

(a) the Executive has an Involuntary Termination or Constructive Involuntary Termination on, or within 36 months after, the date of a Change of Control Event;

(b) the Executive has an Involuntary Termination or Constructive Involuntary Termination within three months prior to the date of a Change of Control Event; or

(c) the Executive has an Involuntary Termination or Constructive Involuntary Termination (i) less than twelve months prior to the date of a Change of Control Event or (ii) while a Change of Control Event is under serious consideration (whether or not it actually occurs), unless (in either case) the Company can establish that the Executive’s Involuntary Termination or Constructive Involuntary

Termination was for reasons unrelated to such Change of Control Event.

Whether a Qualifying Event has occurred shall be determined separately with respect to each Change of Control Event and each event constituting a Constructive Involuntary Termination or Involuntary Termination. If the event constituting a Constructive Involuntary Termination is a failure by the Company to obtain assumption of this Agreement by any successor as contemplated by Section 12 of this Agreement, the date on which the succession became effective shall be deemed the date of the Qualifying Event. Amounts shall not be paid under Sections 6 and 7 of this Agreement for more than one Qualifying Event.

For purposes of subsection (c) above, a Change of Control Event shall be deemed to be “under serious consideration” at any time after negotiations with respect to the possible Change of Control Event have commenced (including, but not limited to, negotiations prior to the execution of a non-binding letter of intent) and at any time after the Company receives direct or indirect notice of a Person’s intent to cause an event that would, if it occurred, result in a Change of Control Event. Serious consideration as described in the preceding sentence shall be deemed to end on the earliest of the date on which such negotiations are abandoned, the Company receives direct or indirect notice that such Person has abandoned efforts to cause the event that would be a Change of Control Event, or the relevant Change of Control Event actually occurs.

6. Compensation and Benefits Through Date of Termination . If the Executive has a Qualifying Event, Company shall immediately pay Executive (a) the full amount of Executive’s salary through the date of Executive’s Qualifying Event to the extent not previously paid, and (b) the product of (i) an amount equal to Executive’s target annual bonus for the fiscal year of the Company in which the Qualifying Event occurs and (ii) a fraction, the numerator of which is the number of days in the current fiscal year through and including the date of the Executive’s Qualifying Event and the denominator of which is 365. In addition, in the event of Executive’s Qualifying Event, Company shall also, to the extent not previously paid or provided, pay or provide Executive with all other amounts and benefits that Executive has accrued or is eligible to receive through the date of such Qualifying Event under any plan, program, policy, practice or arrangement of the Company and/or its affiliates (including but not limited to welfare benefits and perquisites).

7. Change of Control Severance Payments . If the Executive has a Qualifying Event, the Executive also shall be entitled:

(a) to immediately receive from the Company a cash payment in an amount equal to three times the sum of (i) the Executive’s salary for the calendar year last preceding the date of Executive’s Qualifying Event or, if higher, the Executive’s annual salary rate in effect immediately prior to such Qualifying Event, (ii) the Executive’s target annual bonus for the fiscal year of the Company in which the Qualifying Event occurs or, if higher, the Executive’s highest annual bonus for the five-year period ending with the full calendar year (or if such bonuses are determined on the basis of a fiscal year, the full fiscal year) last preceding the date of Executive’s Qualifying Event, and (iii) 30 percent of the annual salary used in (i) above, which amount is intended to serve as an estimate of the annual value of the fringe benefits and other perquisites to which Executive was entitled immediately prior to the Qualifying Event; and

(b) to immediately receive from the Company a cash payment in an amount equal to the product of (i) the number of Equity Units granted to the Executive in his most recent regular annual Equity Unit grant; and (ii) the Fair Market Value of a share of the Company’s stock immediately prior to the effective date of the Change of Control Event, or if the Change of Control Event has not occurred within ten calendar days after payment pursuant to this Section 7 is due, the Fair Market Value of a share on the date of the Executive’s Qualifying Event; and

(c) for thirty-six months after the Qualifying Event, to participate in any health, disability and life insurance plan or program in which Executive was entitled to participate immediately prior to the Qualifying Event as if he were an employee of the Company during such thirty-six month period; provided, however, that in the event that Executive cannot participate in any such health, disability or life insurance plan or program, the Company, at its sole cost and expense, shall arrange to provide the Executive with benefits no less favorable to Executive than those which Executive would have been entitled to receive if Executive had continued to participate in such plan or program.

The compensation and benefits described above in this Section 7 shall be subject to the following:

(1) For purposes of subsection (a) above, the Executive’s salary, annual salary rate, target annual bonus and highest annual bonus shall be the gross amounts of such compensation determined without regard to any deductions, deferrals or withholding.

(2) If Executive’s Qualifying Event occurs after the month in which the Executive attains age 62, the amount in subsection (a) above shall be determined by substituting for “three” a fraction, the numerator of which is the number of whole and partial calendar months in the period beginning with the month in which the Executive’s Qualifying Event occurs and ending with the month in which the Executive attains age 65, and the denominator of which is 12.

(3) If Executive’s Qualifying Event occurs after the month in which the Executive attains age 62, the number of months referred to in subsection (c) above shall be determined by substituting for “thirty-six” the number of whole and partial calendar months in the period beginning with the month in which the Executive’s Qualifying Event occurs and ending with the month in which the Executive attains age 65.

(4) The sum of the amounts payable under subsections (a) and (b) above shall be reduced by any severance pay which the Executive receives from the Company under any other policy or agreement of the Company on account of Executive’s Qualifying Event.

(5) For purposes of subsection (b) above, the Executive’s most recent regular annual Equity Unit grant shall be the number of Equity Units granted to the Executive in the last regular grant made prior to the Executive’s Qualifying Event. For this purpose, any grant of Equity Units which the Board of Directors of the Company or the Board’s Compensation Committee designates at the time of grant as a special grant is not a regular annual Equity Unit grant and shall be disregarded.

(6) For purposes of subsection (c) above, a health plan or program shall include any separate dental, vision, prescription drug, or other health-related benefit.

(7) If immediate payment of any amounts payable pursuant to subsections (a) and (b) above would violate Section 409A of the Code, payment of those amounts shall be delayed until the earliest time at which payment of those amounts can be made without violating Section 409A.

8. Excise Tax Adjustment . If it shall be determined that a Payment would make the Executive liable for any Excise Tax, the Executive shall be entitled to receive a Gross-Up Payment. Notwithstanding the preceding sentence, if it shall be determined that the total “parachute payments” (within the meaning of Section 280G of the Code) made to Executive in connection with Executive’s Qualifying Event, including those made pursuant to this Agreement, exceed by 10% or less the maximum amount of the total parachute payments that could be paid to the Executive without incurring any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the Payments in the aggregate shall be reduced by the amount of such excess. Executive shall have at least 10 calendar days after receiving notice from the Accounting Firm that such a reduction is necessary to specify what components of the Payment shall not be paid in order to achieve the required reduction. If Executive fails to give timely instructions regarding such reduction, reductions shall be taken first from Executive’s cash compensation under this Agreement.

9. Late Payment . Any amount payable under this Agreement that is not paid within ten calendar days after it becomes due shall bear interest from the date it became due through the date of payment at the “prime rate” (the base annual lending rate used by a plurality of the nation’s largest banks) as reported in the Wall St. Journal for the date on which the payment was due (or if that is not a date on which the prime rate is so reported, the then current prime rate as most recently reported) plus 5%, compounded monthly.

10. Legal Fees . The Company shall pay all legal fees and expenses (including but not limited to attorneys’ fees and court costs) reasonably incurred by the Executive in connection with efforts by or on behalf of the Executive to obtain or enforce any right or benefit provided by or claimed under this Agreement, regardless of the ultimate outcome or resolution of such claims. Such legal fees and expenses shall be paid within ten calendar days after Executive’s written request for payment. Payments made after such tenth day shall incur interest at the rate set forth in Section 9 above. Company’s payment of Executive’s legal fees and expenses shall not give Company any right to select or to approve counsel retained by Executive. No dispute regarding the reasonableness of such fees and expenses shall authorize or excuse their late payment.

11. Mitigation Not Required . Executive shall not be required to mitigate the amount of any payment or other benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or other benefit provided for in this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after termination, or otherwise.

12. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the successors, legal representatives and assigns of the parties hereto; provided, however, that the Executive shall not have any right to assign, pledge or otherwise dispose of or transfer any interest in this Agreement or any payments hereunder, whether directly or indirectly or in whole or in part, without the written consent of the Company. The Company will require any successor (whether direct or indirect, by purchase of a majority of the outstanding voting stock of the Company or all or substantially all of the assets of the Company, or by merger, consolidation or otherwise), by agreement in form and substance satisfactory to the Executive, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement, shall constitute a Constructive Involuntary Termination, and shall be treated as a Qualifying Event entitling the Executive to the compensation and benefits described in Sections 6 and 7 of this Agreement unless such failure is remedied within 10 calendar days after Company receives written notice thereof. As used in this Agreement, Company shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which is required to execute and deliver the Agreement provided for in this Section 12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

13. Governing Law . This Agreement shall be construed in accordance with the laws of the State of Minnesota, applied without giving effect to any choice of law provisions thereof.

14. Notices . All notices, requests and demands given to or made pursuant hereto shall be in writing and shall be delivered or mailed to any such party at its address which:

(a) In the case of the Company shall be:

Bemis Company, Inc.

2300 Campbell Mithun Tower

222 South 9 ^th Street

Minneapolis, Minnesota 55402

Attention: General Counsel

(b) In the case of the Executive shall be:

[ ADDRESS of Executive ]

Either party may, by notice hereunder, designate a changed address. Any notice, if mailed properly addressed, postage prepaid, registered or certified mail, shall be deemed to have been given on the registered date or that date stamped on the certified mail receipt.

15. Severability . In the event that any portion of this Agreement is held to be invalid or unenforceable for any reason, it is hereby agreed that such invalidity or unenforceability shall not affect the other portions of this Agreement and that the remaining covenants, terms and conditions or portions hereof shall remain in full force and effect, and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable. In the event that any benefits to the Executive provided in this Agreement are held to be unavailable to the Executive as a matter of law, the Executive shall be entitled after a Qualifying Event to the remaining benefits available under this Agreement, or if better, severance benefits at least as favorable to Executive (when aggregated with the benefits under this Agreement that are actually received by the Executive) as the most advantageous severance benefits made available by the Company to employees of comparable position and seniority to the Executive during the five-year period prior to Executive’s Qualifying Event or the Change of Control Event, whichever happens first.

16. Effect of Code §409A . The parties agree to cooperate to amend this Agreement on or before December 31, 2006 to the extent needed to comply with Code §409A. Prior to such amendment, this Agreement shall be construed in accordance with any applicable requirements of Code §409A.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

EXECUTIVE	BEMIS COMPANY, INC.



[ Name of Executive ]	By:	Jeffrey H. Curler
	Its:	President, Chief Executive Officer and
		Chairman of the Board

APPENDIX A

TO MANAGEMENT AGREEMENT

DEFINITIONS

As used in this Agreement the capitalized terms not otherwise defined shall have the meanings ascribed to them below.

Accounting Firm

The term “Accounting Firm” shall mean a nationally recognized certified public accounting firm designated by the Executive.

Cause

“Cause” shall mean, and be limited to, (i) willful and gross neglect of duties by the Executive that has not been substantially corrected within 30 days after Executive’s receipt from Company of written notice describing the neglect and the steps necessary to substantially correct it, or (ii) an act or acts committed by the Executive constituting a felony and substantially detrimental to the Company or its reputation.

Change of Control Event

A “Change of Control Event” shall be deemed to have occurred if any of the following occur:

(1) Any “Person” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the Exchange Act) acquires or becomes a beneficial owner (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors (“Voting Securities”) or 20% or more of the outstanding shares of common stock of the Company (“Common Stock”), provided, however, that the following shall not constitute a “Change of Control Event.”

(a) any acquisition or beneficial ownership by the Company or a subsidiary of the Company;

(b) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries;

(c) any transaction with respect to which, immediately following such acquisition, more than 80% respectively, of (i) the combined voting power of the Company’s then outstanding Securities and (ii) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock respectively, of the Company immediately prior to such transaction in substantially the same proportions as their ownership prior to such acquisition;

(2) Continuing Directors shall not constitute a majority of the members of the Board of Directors of the Company. Continuing Directors shall mean: (a) individuals who, on the date hereof, are directors of the Company, (b) individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board of Directors of the Company, or (c) any individual elected or appointed by the Board of Directors of the Company to fill vacancies on the Board of Directors of the Company caused by death or resignation (but not by removal) or to fill newly-created directorships, provided that a Continuing Director shall not include an individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the threatened election or removal of directors (or other actual or threatened solicitation of proxies or consents) by or on behalf of any person other than the Board of Directors of the Company;

(3) Consummation of a reorganization, merger or consolidation of the Company (other than a merger or consolidation with a subsidiary of the Company), unless immediately following such reorganization, merger or consolidation, all or substantially all of the persons who were the beneficial owners, respectively, of Voting Securities and Common Stock immediately prior to such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 80% respectively of (i) the combined voting power of the then outstanding Voting Securities entitled to vote generally in the election of directors, and (ii) the then outstanding shares of Common Stock of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership of the Voting Securities and Common Stock, as the case may be, immediately prior to such reorganization, merger or consolidation;

(4) Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company (in one or a series of transactions), other than to a corporation with respect to which, immediately following such a sale or other disposition, more than 80%, respectively, of (i) the combined voting power of the then outstanding Voting Securities of such corporation entitled to vote generally in the election of directors, and (ii) the then outstanding shares of Common Stock of such corporation is then beneficially owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners respectively of the Voting Securities and Common Stock immediately prior to such sale or other disposition in substantially the same proportions as their ownership of the Voting Securities and Common Stock, as the case may be, immediately prior to such sale or other disposition;

(5) The Company enters into a letter of intent, an agreement in principle or a definitive agreement relating to a “Change of Control Event” described in Subparagraphs (1), (2), (3) or (4) hereof that ultimately results in such a “Change of Control Event”, or a tender or exchange offer or proxy contest is commenced which ultimately results in such a “Change of Control of Event”.

Notwithstanding anything stated above, a “Change of Control Event” shall not be deemed to occur with respect to the Executive if the acquisition or beneficial ownership of the 20% or greater interest referred to in Subparagraph (1) is by the Executive or by a group, acting in concert, that includes the Executive.

Code

“Code” shall mean the Internal Revenue Code of 1986, as amended.

Constructive Involuntary Termination

Any of the six occurrences below shall constitute a “Constructive Involuntary Termination”:

(1) Reduction of the Executive’s title, duties, responsibilities or authority, other than for “Cause” or on account of “Disability”;

(2) Reduction of the Executive’s annual base salary;

(3) Reduction of the aggregate benefits under the Company’s pension, profit sharing, retirement, life insurance, medical, health and accident, disability, bonus and incentive plans and other employee benefit plans and arrangements or reduction of the number of paid vacation days to which the Executive is entitled;

(4) Company fails to obtain assumption of this Agreement by any successor as contemplated by Section 12 of the Agreement;

(5) Company requires Executive to perform his primary duties at a location that is more than 25 miles further from Executive’s primary residence than the location at which the Executive performs his primary duties on the effective date of this Agreement (or, if Executive changes his primary residence, that is more than 25 miles further from Executive’s primary residence after such change than the location at which the

Executive performed his primary duties at the time of such change); or

(6) A termination of employment with the Company by the Executive after any of the occurrences in Subparagraphs (1) through (5) above.

The foregoing definition of Constructive Involuntary Termination shall be subject to the following:

(i) Notwithstanding the above, “Constructive Involuntary Termination” shall not include an inadvertent failure to obtain assumption of this Agreement that is remedied by the Company within 10 calendar days after its receipt of notice thereof.

(ii) If the Executive’s duties, responsibilities or authority prior to a Change in Control Event relate to the Company as a whole, rather than to a specific business or operating unit (e.g., as in the case of the Company’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel or a Vice President with authority for an aspect of the Company’s business that is not limited to any particular business or operational unit, such as the Vice President of Human Resources), then a reduction described in subparagraph (1) above shall be deemed to occur if such duties, responsibilities or authority do not extend after the Change in Control Event to the entire successor organization. If the Executive’s duties, responsibilities or authority prior to a Change in Control Event relate exclusively to a specific business or operating unit of the Company, then a reduction described in subparagraph (1) shall be deemed to occur if such duties, responsibilities or authority after the Change in Control Event do not extend after the Change in Control Event to all or substantially all of the same business or operating unit.

Disability

“Disability” shall be a condition entitling the Executive to benefits under Bemis’ Long Term Disability Plan.

Equity Unit

“Equity Unit” shall mean a unit awarded under a long-term incentive compensation plan maintained by the Company, such as the Bemis Company, Inc. 2001 Stock Incentive Plan, that is, or entitles the award recipient to receive, a share of common stock of the Company (regardless of whether such unit is subject to a risk of forfeiture).

Excise Tax

“Excise Tax” shall mean the excise tax imposed on Executive by Section 4999 of the Code or any successor provision thereto, and any interest and penalties incurred by the Executive with respect to such excise tax.

Fair Market Value

“Fair Market Value” of a share of the Company’s common stock as of a particular day shall mean the closing price of a share of the Company’s common stock on the New York Stock Exchange on such day, or if no sale has been made on such exchange on such day, on the last preceding day on which any such sale was made.

Gross-Up Payment

(1) “Gross-Up Payment” shall mean an amount sufficient to enable the Executive to pay all of the following amounts: (i) any income or employment taxes payable by the Executive on the Gross-Up Payment, (ii) any excise taxes imposed by Section 4999 of the Code on any Payments to the Executive (including any imposed on the Gross-Up Payment), (iii) any interest and penalties on the taxes in (i) and (ii).

(2) Subject to the provisions of Subparagraph (3) below, all determinations required to be made under Section 8 of the Agreement, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment, the assumptions to be utilized in arriving at such determination, and the determination regarding whether Payments need to be reduced, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days after the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Agreement, shall be paid by the Company to the Executive within five days after the receipt of the Accounting firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to this Agreement and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (plus any additional interest and penalties attributable to the Underpayment) shall be promptly paid by the Company to or for the benefit of the Executive.

(3) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the

payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but not later than ten business days after the Executive is informed in writing of such claim (provided that any delay in so informing the Company within such ten business day period shall not affect the obligations of the Company under this Agreement except to the extent that such delay materially and adversely affects the Company) and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(a) give the Company any information reasonably requested by the Company relating to such claim,

(b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(d) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including attorneys fees, additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or other tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(4) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Subparagraph (3) above, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of this Subparagraph (4)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Subparagraph (3) above, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Involuntary Termination

“Involuntary Termination” shall mean a termination by the Company of the Executive’s employment that is not a termination for “Cause” and that is not on account of the death or “Disability” of the Executive.

Payment(s)

A “Payment” is any payment or distribution by the Company to or for the benefit of the Executive whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any stock option, equity unit, restricted stock agreement or otherwise, but determined without regard to any Gross-Up Payments.

Exhibit 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,
	2005			2004			2005		2004

Net sales	$	870,145		$	711,862		$	2,581,902	$	2,108,823

Costs and expenses:
Cost of products sold	697,410			565,054			2,085,997		1,663,607
Selling, general and administrative expenses	82,848			69,626			250,512		211,513
Research and development	5,933			5,369			17,767		16,124
Interest expense	9,830			4,061			28,170		10,586
Other costs (income), net	(748		)	(3,934		)	1,131		(9,790		)
Minority interest in net income	1,704			159			4,097		358

Income before income taxes	73,168			71,527			194,228		216,425

Provision for income taxes	29,000			27,700			76,600		83,800

Net income	$	44,168		$	43,827		$	117,628	$	132,625

Basic earnings per share of common stock	$	.42		$	.41		$	1.10	$	1.24

Diluted earnings per share of common stock	$	.41		$	.41		$	1.09	$	1.23

Cash dividends paid per share of common stock	$	.18		$	.16		$	.54	$	.48

Weighted-average common shares outstanding	106,267			106,934			106,814		106,875

Weighted-average common shares and common stock equivalents outstanding	107,637			108,053			108,193		107,848

See accompanying notes to consolidated financial statements.

EXHIBIT 19 - FINANCIAL STATEMENTS — UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

	September 30,			December 31,
	2005			2004

ASSETS
Cash	$	150,679		$	93,898
Accounts receivable, net	452,338			356,944
Inventories, net	410,905			387,414
Prepaid expenses	41,174			35,511
Total current assets	1,055,096			873,767
Property and equipment, net	1,105,954			938,574
Goodwill	596,346			442,181
Other intangible assets, net	121,462			65,396
Deferred charges and other assets	128,694			166,825
Total	846,502			674,402

TOTAL ASSETS	$	3,007,552		$	2,486,743

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	4,423		$	912
Short-term borrowings	49,657			4,830
Accounts payable	351,987			277,989
Accrued salaries and wages	69,091			68,269
Accrued income and other taxes	16,125			23,143
Total current liabilities	491,283			375,143
Long-term debt, less current portion	785,119			533,886
Deferred taxes	184,552			173,872
Deferred credits and other liabilities	165,814			93,003
Total liabilities	1,626,768			1,175,904
Minority interest	23,078			2,973
Stockholders’ equity:
Common stock issued and outstanding (115,973,255 and 115,750,189 shares)	11,597			11,575
Capital in excess of par value	267,256			263,266
Retained income	1,311,643			1,251,695
Other comprehensive income	67,023			31,674
Common stock held in treasury at cost (10,672,761 and 8,803,061 shares)	(299,813		)	(250,344		)
Total stockholders’ equity	1,357,706			1,307,866

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,007,552		$	2,486,743

See accompanying notes to consolidated financial statements.

EXHIBIT 19 - FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Nine Months Ended
	September 30,
	2005			2004

Cash flows from operating activities
Net income	$	117,628		$	132,625
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	117,551			99,945
Minority interest in net income	4,097			358
Stock award compensation	10,569			8,770
Deferred income taxes	12,142			19,736
Income of unconsolidated affiliated company	(395		)	(8,869		)
Loss on sales of property and equipment	433			973
Restructuring related activities	(412		)	(3,375		)
Proceeds from cash flow hedge	6,079
Changes in working capital, net of effects of acquisitions	(16,297		)	(32,196		)
Net change in deferred charges and credits	(1,157		)	(20,436		)

Net cash provided by operating activities	250,238			197,531

Cash flows from investing activities
Additions to property and equipment	(122,511		)	(99,470		)
Business acquisitions, net of cash acquired	(237,079		)	(30,733		)
Proceeds from sales of property and equipment	296			423
Proceeds from sale of restructuring related assets	4,664			3,131
Increased investment in unconsolidated affiliated company				(7,065		)

Net cash used in investing activities	(354,630		)	(133,714		)

Cash flows from financing activities
Change in long-term debt	239,680			1,009
Change in short-term debt	22,162			(1,146		)
Cash dividends paid to stockholders	(57,680		)	(51,308		)
Common stock purchased for the treasury	(49,469		)
Stock incentive programs	1,366			413
Net cash provided (used) by financing activities	156,059			(51,032		)
Effect of exchange rates on cash	5,114			(406		)
Net increase in cash	56,781			12,379
Cash balance at beginning of year	93,898			76,476
Cash balance at end of period	$	150,679		$	88,855

See accompanying notes to consolidated financial statements.

EXHIBIT 19 — 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, 2002	$	6,134	$	248,206		$	1,052,475		$	(97,497	)	$	(250,344	)	$	958,974

Net income						147,145									147,145
Translation adjustment									59,237						59,237
Pension liability adjustment, net of tax effect $15,668									26,072						26,072
Total comprehensive income															232,454
Cash dividends paid on common stock $0.56 per share						(59,469		)							(59,469		)
Stock incentive programs and related tax effects (177,285 shares)	18		6,756												6,774
Issued 53,522,935 shares for two-for-one stock split	5,353		(5,353		)										0

Balance at December 31, 2003	11,505		249,609			1,140,151			(12,188		)	(250,344		)	1,138,733

Net income						179,967									179,967
Translation adjustment									39,780						39,780
Pension liability adjustment, net of tax effect $(1,433)									(2,071		)				(2,071		)
Total comprehensive income															217,676
Cash dividends paid on common stock $0.64 per share						(68,423		)							(68,423		)
Recognition of cumulative translation adjustment related to divesture of investment in foreign entity									6,153						6,153
Stock incentive programs and related tax effects (705,082 shares)	70		13,657												13,727

Balance at December 31, 2004	11,575		263,266			1,251,695			31,674			(250,344		)	1,307,866

Net income for the first nine months of 2005						117,628									117,628
Unrecognized gain on derivative, net of tax $2,371									3,708						3,708
Unrecognized gain reclassified to earnings, net of tax $(182)									(285		)				(285		)
Translation adjustment for the first nine months of 2005									31,926						31,926
Total comprehensive income*															152,977
Cash dividends paid on common stock $0.54 per share						(57,680		)							(57,680		)
Stock incentive programs and related tax effects (223,066 shares)	22		3,990												4,012
Purchase of 1,869,700 shares of common stock												(49,469		)	(49,469		)

Balance at September 30, 2005	$	11,597	$	267,256		$	1,311,643		$	67,023		$	(299,813	)	$	1,357,706

* Total comprehensive income for the third quarter of 2005 and 2004 was $62,031 and $50,355, respectively, and was $133,507 for the first nine months of 2004.

See accompanying notes to consolidated financial statements.

EXHIBIT 19 - 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, 2004.

Note 2 — Accounting for Stock-Based Compensation

As provided for in Statement of Financial Accounting Standards No. 148 (SFAS No. 148) “Accounting for Stock-Based Compensation—Transition and Disclosure (an amendment of FASB Statement No. 123)”, the Company is choosing to continue with its current practice of applying the recognition and measurement principles of APB No. 25, “Accounting for Stock Issued to Employees.” The intrinsic value method is used to account for stock-based compensation plans. If compensation expense had been determined based on the fair value method with the pro forma compensation expense reflected over the vesting period, net income and income per share would have been adjusted to the pro forma amounts indicated below:

	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands, except per share amounts)	2005			2004			2005			2004
Net income - as reported	$	44,168		$	43,827		$	177,628		$	132,625
Add: Stock-based compensation expense included in net income, net of related tax effects	1,778			1,675			6,407			6,239
Deduct: Total stock-based compensation expense determined under fair value, net of related tax effects	(1,872		)	(1,798		)	(6,651		)	(6,609		)
Net income - pro forma	$	44,074		$	43,704		$	117,384		$	132,255

Basic earnings per share - as reported	$	0.42		$	0.41		$	1.10		$	1.24
Basic earnings per share - pro forma	$	0.41		$	0.41		$	1.10		$	1.24

Diluted earnings per share - as reported	$	0.41		$	0.41		$	1.09		$	1.23
Diluted earnings per share - pro forma	$	0.41		$	0.40		$	1.08		$	1.23

On December 15, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS 123R), which will significantly change accounting practice with respect to employee stock options. The SEC has delayed the mandated adoption date for public companies with a December 31 year end until January 1, 2006. FAS 123R requires that the Company measure the cost of equity-based service awards based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award or the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The Company will initially measure the cost of liability-based service awards based on its current fair value; the fair value of that award will be remeasured subsequently at each reporting date through the settlement date. Changes in fair value during the requisite service period will be recognized as compensation cost over that period. The Company expects that the impact of adopting this standard will be insignificant to the Company’s results of operations.

Note 3 — 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, 2003	$	399,885		$	50,708	$	450,593
Contribution of previously consolidated subsidiary to equity investment in Brazilian joint venture	(7,679		)			(7,679		)
Business acquisition	1,932					1,932
Goodwill allocated to business dispositions	(4,316		)			(4,316		)
Currency translation adjustment	1,651					1,651
Reported balance at December 31, 2004	$	391,473		$	50,708	$	442,181

Business acquisitions	117,971					117,971
Goodwill associated with Itap Bemis Ltda. which is now consolidated	16,711					16,711
Currency translation adjustment	19,483					19,483
Reported balance at September 30, 2005	$	545,638		$	50,708	$	596,346

The components of amortized intangible assets follow:

	September 30, 2005					December 31, 2004
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
(in thousands)	Amount		Amortization			Amount		Amortization
Contract based	$	17,108	$	(8,310	)	$	15,323	$	(5,681	)
Technology based	67,703		(14,813		)	52,218		(10,845		)
Marketing related	18,904		(4,041		)	8,989		(2,189		)
Customer based	53,052		(8,141		)	10,547		(2,966		)
Reported balance	$	156,767	$	(35,305	)	$	87,077	$	(21,681	)

Amortization expense for intangible assets during the first nine months of 2005 was $10.0 million. Estimated amortization expense for the remainder of 2005 is $3.7 million; for 2006 and 2007 is $12.3 million each year; and $12.2 million for 2008, 2009 and 2010 each.

Note 4 — Acquisition of Dixie Toga S.A. and Certain Assets of Rayton Packaging Inc.

On January 5, 2005, the Company acquired majority ownership of Dixie Toga S.A., headquartered in São Paulo, Brazil. Dixie Toga recorded annual net sales in excess of $300 million in 2004. In this transaction, the Company acquired substantially all of the outstanding voting common stock and 43 percent of the outstanding non-voting preferred stock of Dixie Toga for a total cash price of approximately $250 million, which was initially financed with commercial paper. During the nine months ended September 30, 2005, Dixie Toga purchased additional publicly traded preferred shares on the Bovespa Stock Exchange in São Paulo, Brazil, thereby effectively increasing Bemis’ preferred share ownership to 54 percent. The remaining non-voting preferred shares not acquired are traded publicly on the Brazilian Bovespa Exchange. Dixie Toga is a leading packaging company in South America, specializing in flexible packaging, thermoformed and injection molded containers, laminated plastic tubes, printed labels, and printed folding cartons. Dixie Toga employs over 3,000 people in South America and operates nine manufacturing plants in Brazil and two in Argentina.

The net cash purchase price of $234.4 million has been accounted for under the purchase method of accounting reflecting the provisions of SFAS Nos. 141 and 142 and includes the preliminary allocations as follows: $177.4 million to tangible assets, $54.4 million to intangible assets, $114.7 million to liabilities assumed, and $117.3 million to tax deductible goodwill. Intangible assets acquired have a weighted-average useful life of approximately 13 years and include $1.4 million for contract-based intangibles with a useful life of 1 year, $8.0 million for marketing related intangibles with a useful life of 10 years, $33.0 million for customer-based intangibles with a useful life of 15 years, and $12.0 million for technology-based intangibles with a useful life of 10 years. The third-party valuation of certain tangible and intangible assets relating to the acquisition is not final; thus the purchase price allocation is subject to further refinement. Results of operations from the date of acquisition are included in these financial statements. Pro forma income statement results for the comparative third quarter and year-to-date periods ending September 30, 2004, as if this acquisition had occurred at the beginning of 2004, would have reflected net sales as $800.4 million and $2,342.1 million, respectively; net income as $43.0 million and $132.2 million, respectively; and diluted earnings per share as $0.40 and $1.23, respectively.

The Company and Dixie Toga have operated a flexible packaging joint venture in Brazil since 1998. This venture, known as Itap Bemis Ltda., represents about one-third of Dixie Toga’s annual net sales. Prior to the acquisition the Company owned 45 percent of the joint venture and has accounted for it on an equity basis for the year 2004 and earlier. The pre-existing goodwill imbedded in the Company’s equity investment at the date of the Dixie Toga acquisition was $16.7 million. This amount is now included as a component of the Company’s consolidated goodwill.

On February 17, 2005, the Company acquired certain assets of Rayton Packaging Inc., Calgary, Alberta, Canada for a cash purchase price of $2.7 million. The net cash purchase price has been accounted for under the purchase method of accounting reflecting the provisions of SFAS Nos. 141 and 142 and includes the preliminary allocations as follows: $1.2 million to tangible assets, $0.8 million to intangible assets, and $0.7 million to goodwill. Intangible assets acquired include $0.4 million for customer-based intangibles and $0.4 million for technology-based intangibles each with a useful life of 10 years.

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)	2005			2004
Raw materials and supplies	$	157,265		$	136,379
Work in process and finished goods	269,161			264,312
Total inventories, gross	426,426			400,691

Less inventory write-downs	(15,521		)	(13,277		)
Total inventories, net	$	410,905		$	387,414

Note 6 — Restructuring of Operations

The restructuring plan for the flexible packaging business segment is complete except for the disposal of the remaining plant for which no gain or loss is expected. A $0.5 million loss was realized from the second quarter 2005 disposal of the Prattville, AL, plant. During

the third quarter 2005, a $0.9 million gain was realized from the disposal of a plant that was closed in connection with the restructuring of the pressure sensitive material business segment. These gains and losses are included as a component of other costs (income), net. Year-to-date 2005 employee severance payments of $0.112 million have reduced the remaining related accrual balance to $0.092 million at September 30, 2005

Note 7 — 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 2004 Annual Report are expected to continue unchanged throughout 2005.

	Three Months Ended September 30,											Nine Months Ended September 30,
	Pension Benefits						Other Benefits					Pension Benefits						Other Benefits
(in thousands)	2005			2004			2005			2004		2005			2004			2005			2004
Service cost — benefits earned during the period	$	5,144		$	4,613		$	418		$	154	$	15,485		$	13,807		$	1,309		$	461
Interest cost on projected benefit obligation	7,227			7,100			307			324		21,724			21,268			921			973
Expected return on plan assets	(9,093		)	(8,895		)						(27,315		)	(25,456		)
Amortization of unrecognized transition obligation	76			101								238			302
Amortization of prior service cost	681			561			(12		)	18		2,043			1,683			(38		)	54
Recognized actuarial net (gain) or loss	2,481			1,870			33			24		7,444			5,604			100			71
Settlement gain (loss)	146											430
Net periodic pension (income) cost	$	6,662		$	5,350		$	746		$	520	$	20,049		$	17,208		$	2,292		$	1,559

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) introduced a prescription drug benefit under Medicare and, in certain circumstances, a federal subsidy to sponsors of retiree health care benefit plans. The Company’s U.S. postretirement health care plan offers prescription drug benefits. As of December 31, 2004, accumulated postretirement benefit obligation decreased by $1,230,000. The effect of the Act on components of net periodic postretirement benefit cost for the quarter and year-to-date periods ended September 30, 2005, is as follows:

	Three Months Ended			Nine Months Ended
(in thousands)	September 30, 2005			September 30, 2005
Service cost — benefits earned during the year
Interest cost on accumulated postretirement benefit obligation	$	(18	)	$	(53	)
Amortization of prior service cost
Recognized actuarial net (gain) or loss	(24		)	(73		)
Net periodic postretirement benefit cost	$	(42	)	$	(126	)

Note 8 — Accumulated other comprehensive income (loss)

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

(in thousands)	September 30, 2005			December 31, 2004
Foreign currency translation	$	89,352		$	57,426
Unrecognized gain on derivative, net of tax $2,189	3,423
Minimum pension liability, net of deferred tax benefit of $16,258 and $16,258	(25,752		)	(25,752		)
Accumulated other comprehensive income (loss)	$	67,023		$	31,674

In connection with the issue of seven-year, $300 million notes in March 2005, we entered into a forward starting swap on February 3, 2005, in order to lock in an interest rate in advance of the pricing date for the notes. On March 14, 2005, in connection with the pricing of the notes, we terminated the swap and recorded the resulting gain of $6.1 million (pre-tax) on the balance sheet as a component of other comprehensive income. This gain will be amortized as a component of interest expense over the term of the notes.

Note 9 — Taxes Based on Income

The Company’s 2005 effective tax rate of 39.4% differs from the federal statutory rate of 35.0% primarily due to state and local income taxes.

In December 2004, the FASB issued FASB Staff Positions (FSP) No. FAS 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004.” This FSP provides guidance on how an enterprise should account for the deduction for qualified production activities provided by the American Jobs Creation Act of 2004. Pursuant to this guidance, the deduction has no effect on deferred tax assets and liabilities existing at the enactment date. The impact of this deduction will be reported in the period in which the deduction is claimed on our tax return.

determine how the new law affects a company’s accounting for deferred tax liabilities on unremitted foreign earnings. The new law provides for a special one-time deduction of 85% of certain foreign earnings that are repatriated and which meet certain requirements. The deduction is available to corporations during the tax year that includes October 22, 2004 or the immediately subsequent tax year. For Bemis, the deduction election is available for the 2005 calendar year. Due to the complexity of the repatriation provision, we are still evaluating the effects of the Act on our plan for repatriation of unremitted foreign earnings and the related impact on our tax provision. We anticipate that this evaluation will be completed by the end of the calendar year. The range of possible amounts of unremitted foreign earnings that we are currently considering for repatriation is between zero and approximately $130 million. The related potential range of income tax is between zero and approximately $7.0 million.

Note 10 — Segments of Business

The Company’s business activities are organized around 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 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)	2005			2004			2005			2004
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	723.0		$	571.8		$	2,135.9		$	1,675.0
Pressure Sensitive Materials	147.4			140.2			446.6			434.1

Intersegment Sales:
Flexible Packaging				(0.1		)	(0.2		)	(0.3		)
Pressure Sensitive Materials	(0.2		)				(0.4		)
Total net sales	$	870.2		$	711.9		$	2,581.9		$	2,108.8

Operating Profit and Pretax Profit:
Flexible Packaging	$	89.0		$	74.6		$	239.6		$	226.9
Pressure Sensitive Materials	9.6			7.9			26.5			22.8
Total operating profit	98.6			82.5			266.1			249.7

General corporate expenses	(13.9		)	(6.8		)	(39.6		)	(22.3		)
Interest expense	(9.8		)	(4.1		)	(28.2		)	(10.6		)
Minority interest in net income	(1.7		)	(0.1		)	(4.1		)	(0.4		)
Income before income taxes	$	73.2		$	71.5		$	194.2		$	216.4

Identifiable Assets:
Flexible Packaging							$	2,481.6		$	1,834.0
Pressure Sensitive Materials							413.3			399.9
Total identifiable assets							2,894.9			2,233.9
Corporate assets							112.7			180.1
Total							$	3,007.6		$	2,414.0

Note 11 — 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 financial condition or results of operations.

The Indiana Department of Environmental Management has issued a Notice of Violation to the Company regarding various permitting and air emissions violations at its Terre Haute, Indiana facility. The Company is cooperating with the Indiana agency and is seeking to resolve all open issues raised by the Notice of Violation. Any settlement or other resolution of these matters may include a penalty. While the Company cannot reasonably estimate the amount of any such penalty, management believes that it would not have a material adverse effect upon the Company’s 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. The City has assessed a 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 were estimated to be approximately $40.0 million at the date the Company acquired Dixie Toga. 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) were estimated to be approximately $26.0 million at the date of acquisition.

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 results of operations and/or cash flows of the period in which the matter is resolved.

The Company first disclosed in a Form 8-K filed with the Securities and Exchange Commission on April 23, 2003, that the Department of Justice expected to initiate a criminal investigation into competitive practices in the labelstock industry and the Company further discussed the investigation and disclosed that it expected to receive a subpoena in its Form 10-Q filed for the quarter ended June 30, 2003. In a Form 8-K filed with the Securities and Exchange Commission on August 15, 2003, the Company disclosed that it had received a subpoena from the U.S. Department of Justice in connection with the Department’s criminal investigation into competitive practices in the labelstock industry. The Company has responded to the subpoena and will continue to cooperate fully with the requests of the U.S. Department of Justice.

The Company and its wholly-owned subsidiary, Morgan Adhesives Company, have been named as defendants in fourteen civil lawsuits. 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 calls for discovery to be taken on the issues relating to class certification and briefing on plaintiffs’ motion for class certification to be completed in November 2005. 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. These three lawsuits, which have been consolidated, 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. 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 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, one lawsuit in Tennessee, seeking to represent a class of purchasers of labelstock in various jurisdictions, and one lawsuit in Arizona seeking to represent a class of Arizona indirect purchasers of labelstock, all alleging a conspiracy to fix prices within the self-adhesive labelstock industry. The Company intends to vigorously defend these lawsuits.

In a Form 8-K filed with the Securities and Exchange Commission on May 25, 2004, the Company disclosed that representatives from the European Commission had commenced a search of business records and interviews of certain Company personnel at its self-adhesive labelstock operation in Soignies, Belgium to investigate possible violations of European competition law in connection with an investigation of potential anticompetitive activities in the European paper and forestry products sector. A formal request for information was received by the Company on October 28, 2005. The Company continues to cooperate fully with the European Commission.

Given the ongoing status of the U.S. Department of Justice investigation, the related class-action civil lawsuits, and the European Commission investigation, 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.

Note 12 — Earnings Per Share Computations

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2005		2004		2005		2004

Income available to common stockholders (numerator)	$	44,168	$	43,827	$	117,628	$	132,625
Weighted-average common shares outstanding (denominator)	106,267		106,934		106,814		106,875

Basic earnings per share of common stock	$	0.42	$	0.41	$	1.10	$	1.24

Dilutive effects of stock option and stock awards, including impact of windfall tax benefits	1,370		1,119		1,379		973
Weighted-average common shares and common equivalent shares outstanding (denominator)	107,637		108,053		108,193		107,848

Diluted earnings per share of common stock	$	0.41	$	0.41	$	1.09	$	1.23

Certain options outstanding at September 30, 2005 and 2004 (2,494 shares and 2,494 shares, respectively), were not included in the computation of diluted earnings per share because they would not have had a dilutive effect at that time.

Note 13 — Long-Term Debt

Debt consisted of the following:

(dollars in thousands)	September 30, 2005		December 31, 2004

Commercial paper payable through 2005 at an interest rate of 3.7%	$	200,090	$	160,380
Notes payable in 2012 at an interest rate of 4.875%	300,000
Notes payable in 2008 at an interest rate of 6.5%	250,000		250,000
Notes payable in 2005 at an interest rate of 6.7%			100,000
Interest rate swap agreement	6,734		14,943
Industrial revenue bond payable in 2012 at an interest rate of 2.2%	8,000		8,000
Debt of subsidiary companies payable through 2009 at an interest rate of 6.5% to 12.8%	24,245		850
Obligations under capital leases	473		625

Total debt	789,542		534,798
Less current portion	4,423		912
Total long-term debt	$	785,119	$	533,886

The commercial paper has been classified as long-term debt, to the extent of available long-term backup credit agreements, in accordance with the Company’s intent and ability to refinance such obligations on a long-term basis. The interest rate of commercial paper outstanding at September 30, 2005, was 3.7 percent. The Company issued approximately $250.0 million of additional commercial paper in January 2005 to fund the acquisition of Dixie Toga S.A. During March 2005, the Company issued $300.0 million of long-term notes payable in 2012 at an interest rate of 4.875 percent, the proceeds of which were used to pay down outstanding commercial paper. The notes were sold to qualified institutional buyers under the provisions of Rule 144A of the Securities Act of 1933. During the third quarter of 2005, as obligated by the terms of this private placement, the Company completed the exchange of these notes for registered notes with similar terms. The $100.0 million long-term notes shown above were repaid in July 2005 through the issuance of an equal amount of commercial paper.

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 registrants 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 4, 2005	By /s/ Jeffrey H. Curler
		Jeffrey H. Curler, President and
		Chief Executive Officer

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.;

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 4, 2005	By /s/ Gene C. Wulf
		Gene C. Wulf, Senior Vice President and
		Chief Financial Officer

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, 2005 (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, President and		Gene C. Wulf, Senior Vice President and
Chief Executive Officer		Chief Financial Officer
November 4, 2005		November 4, 2005

EXHIBIT 99.1

PRESS RELEASE ANNOUNCING PENDING HEADQUARTERS MOVE

BEMIS COMPANY, INC.

222 South Ninth Street

Suite 2300

Minneapolis, MN 55402-4099

For additional information please contact:

Melanie E. R. Miller,

Vice President and Treasurer

(612) 376-3030

BEMIS COMPANY ANNOUNCES PLAN TO MOVE HEADQUARTERS TO WISCONSIN

MINNEAPOLIS, MINNESOTA, November 2, 2005 — Bemis Company, Inc. (NYSE: BMS) announced today that its Board of Directors has approved the move of the Bemis Company corporate headquarters from Minneapolis, Minnesota to Neenah, Wisconsin. The decision to move to Wisconsin will impact only a few people and should be completed by May 2006. The existing Minneapolis office will remain open as an Administrative Office for finance, accounting, tax and information technology.

Commenting on the change, Jeff Curler, Bemis Company’s Chairman, President and Chief Executive Officer, said, “Bemis has had a long history as a part of the Minneapolis business community. The move of the headquarters to Wisconsin will bring our executive team closer to our largest operations. Although we have been based in Minneapolis for several decades, our company has been expanding and investing heavily in our Wisconsin operations. Our office in downtown Minneapolis will remain open as a Corporate Administrative Office and our three manufacturing plants in Minnesota will be unaffected. In Wisconsin, we will benefit from establishing our corporate headquarters in a location where we have the largest investment and concentration of employees and operations. Bemis currently has 12 plants and approximately 3,400 employees based in Wisconsin.”

Bemis Company is a major supplier of flexible packaging and pressure sensitive materials used by leading food, consumer products, manufacturing, and other companies worldwide. Founded in 1858, the Company reported 2004 sales of $2.8 billion, of which $2.2 billion was from the flexible packaging business segment and $0.6 billion was from the pressure sensitive materials business segment. Currently headquartered in Minneapolis, Minnesota, Bemis employs about 15,500 individuals in 61 manufacturing facilities in 11 countries around the world. In Minnesota, Bemis has approximately 350 employees in four locations including the Twin Cities area and Mankato. More information about the company is available at our website, www.bemis.com.