UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 3, 2004

OR

(_) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to___________

Commission File Number 1-14637

BANTA CORPORATION
(Exact name of registrant as specified in its charter)

Wisconsin 39-0148550 
(State or other jurisdiction (IRS Employer 
of incorporation or organization) I.D. Number) 


225 Main Street, Menasha, Wisconsin
54952 
(Address of principal executive offices) (Zip Code) 


Registrant's telephone number, including area code: (920) 751-7777

        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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes /X/ No /  /

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes /X/ No /  /

        Common stock outstanding as of July 21, 2004 – 24,917,205 shares.






1


BANTA CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Quarter Ended July 3, 2004

INDEX

Page Number

PART I
FINANCIAL INFORMATION:  

         Item 1 -
Financial Statements (Unaudited)

 
Condensed Consolidated Balance Sheets
     July 3, 2004 and January 3, 2004

 
Condensed Consolidated Statements of Earnings
      for the Three Months and Six Months Ended July 3, 2004
      and June 28, 2003

 
Condensed Consolidated Statements of Cash Flows
      for the Six Months Ended July 3, 2004
      and June 28, 2003

 
Notes to Condensed Consolidated Financial Statements -
  July 3, 2004 6-12 

         Item 2 -
Management's Discussion and Analysis of Financial Condition
    and Results of Operations 13-19 

         Item 3 -
Quantitative and Qualitative Disclosures about Market Risk 19 

         Item 4 -
Controls and Procedures 19 

PART II
OTHER INFORMATION

         Item 1 -
Legal Proceedings 19 

         Item 2 -
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities 19 

         Item 4 -
Submission of Matters to a Vote of Security Holders 20 

         Item 6 -
Exhibits and Reports on Form 8-K 20 

SIGNATURES
  20 

EXHIBIT INDEX
  21 

CERTIFICATIONS
  22-24 

2


Part 1 Item 1. Financial Statements

BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)
ASSETS July 3, 2004
January 3, 2004
(unaudited)

Current Assets
           
     Cash and cash equivalents   $ 129,355   $ 181,112  
     Receivables    224,000    234,219  
     Inventories    84,235    75,150  
     Other current assets    24,866    32,685  


          Total Current Assets    462,456    523,166  


Plant and equipment    981,180    952,475  
Less accumulated depreciation    687,840    666,128  


Plant and equipment, net    293,340    286,347  
Goodwill    65,634    65,835  
Other assets    7,300    10,675  


          Total Assets   $ 828,730   $ 886,023  



LIABILITIES AND SHAREHOLDERS' INVESTMENT
  

Current Liabilities
  
     Accounts payable   $ 118,992   $ 132,841  
     Accrued salaries and wages    34,125    38,987  
     Other accrued liabilities    31,613    27,901  
     Current maturities of long-term debt    25,514    24,122  


          Total Current Liabilities    210,244    223,851  


Long-term debt    69,511    87,712  
Deferred income taxes    14,572    14,793  
Other non-current liabilities    43,575    46,238  


          Total Liabilities    337,902    372,594  



Shareholders' Investment
  
     Preferred stock-$10 par value;  
       authorized 300,000 shares; none issued    --    --  
     Common stock-$.10 par value, authorized 75,000,000 shares;  
       29,152,093 and 29,048,188 shares issued, respectively    2,915    2,905  
Amount in excess of par value of stock    38,083    34,578  
Retained earnings    552,894    532,084  
Unearned compensation    (918 )  --  
Treasury stock, at cost - 4,234,888 and 3,256,400 shares, respectively    (113,436 )  (70,175 )
Accumulated other comprehensive earnings    11,290    14,037  


          Total Shareholders' Investment    490,828    513,429  


    $ 828,730   $ 886,023  


See accompanying notes to unaudited condensed consolidated financial statements




3


BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

(Dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
July 3, 2004
June 28, 2003
July 3, 2004
June 28, 2003

Net revenues:
                   
Printing and supply-chain services   $ 341,062   $ 311,251   $ 690,590   $ 625,147  
Product sales    26,576    25,480    50,120    48,014  




     Total revenues    367,638    336,731    740,710    673,161  

Cost of printing and supply-chain services
    268,700    243,179    546,002    490,160  
Cost of products sold    21,823    19,838    41,451    37,730  




     Gross earnings    77,115    73,714    153,257    145,271  

Selling and administrative expenses
    52,881    49,937    105,767    100,498  
Restructuring charge    --    5,553    --    6,469  
Litigation settlement    --    4,602    --    4,602  




     Earnings from operations    24,234    13,622    47,490    33,702  

Interest expense
    (1,688 )  (2,005 )  (3,578 )  (4,626 )
Other income (expense), net    1,048    (31 )  1,666    756  




     Earnings before income taxes    23,594    11,586    45,578    29,832  
Provision for income taxes    8,390    4,330    16,300    11,330  




     Net earnings   $ 15,204   $ 7,256   $ 29,278   $ 18,502  





Basic earnings per share of common stock
   $ 0.61   $ 0.29   $ 1.16   $ 0.73  





Diluted earnings per share of common stock
   $ 0.60   $ 0.28   $ 1.14   $ 0.72  





Cash dividends per share of common stock
   $ 0.17   $ 0.17   $ 0.34   $ 0.33  





See accompanying notes to unaudited condensed consolidated financial statements



4


BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Dollars in thousands)
Six Months Ended
July 3, 2004
June 28, 2003

Cash Flows from Operating Activities
           
     Net earnings   $ 29,278   $ 18,502  
     Depreciation and amortization    30,709    31,274  
     Deferred income taxes    (723 )  2,050  
     Tax benefit from the exercise of stock options    1,046    646  
     Non-cash stock compensation    61    --  
     Gain on sale of plant and equipment    (543 )  (345 )
     Change in operating assets and liabilities  
          Decrease in receivables    10,219    20,226  
          (Increase) decrease in inventories    (9,085 )  7,842  
          Increase (decrease) in accounts payable  
            and accrued liabilities    (14,847 )  4,251  
          Net change in other current assets and liabilities    8,321    (1,516 )
          Net change in other non-current assets and liabilities    712    2,745  


Cash provided from operating activities    55,148    85,675  



Cash Flows From Investing Activities
  
     Capital expenditures    (38,096 )  (32,212 )
     Proceeds from the sale of plant and equipment    757    436  
     Business acquisition    --    (2,379 )


Cash used for investing activities    (37,339 )  (34,155 )



Cash Flows From Financing Activities
  
     Repayments of long-term debt, net    (16,809 )  (14,070 )
     Dividends paid    (8,620 )  (8,080 )
     Proceeds from exercise of stock options, net    1,919    3,959  
     Repurchase of common stock    (43,690 )  --  


Cash used for financing activities    (67,200 )  (18,191 )



Effect of Exchange Rate Changes on Cash and Cash Equivalents
    (2,366 )  6,842  



Net (decrease) increase in cash
    (51,757 )  40,171  
Cash and cash equivalents at the beginning of period    181,112    154,836  


Cash and cash equivalents at the end of the period   $ 129,355   $ 195,007  



Cash payments for:
  
     Interest, net of capitalized interest   $ 3,588   $ 4,708  
     Income taxes    5,899    9,780  

See accompanying notes to unaudited condensed consolidated financial statements




5


BANTA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 3, 2004
(UNAUDITED)

1) Basis of Presentation

  The unaudited condensed consolidated financial statements of Banta Corporation (the Corporation) included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Corporation believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Corporation’s latest Annual Report on Form 10-K.

  In the opinion of management, the aforementioned financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Results for the three and six months ended July 3, 2004 are not necessarily indicative of results that may be expected for the year ending January 1, 2005. Certain prior year amounts have been reclassified to conform to the 2004 presentation.

2) Inventories

  Inventories consist of the following (dollars in thousands):

July 3, 2004
January 3, 2004
Raw materials     $ 40,321   $ 33,134  
Work-in-process and finished goods    43,914    42,016  


    $ 84,235   $ 75,150  



3) Earnings Per Share of Common Stock

  Basic earnings per share of common stock is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock is computed by dividing net earnings by the weighted average number of common shares and common equivalent shares outstanding during the period. The common equivalent shares relate entirely to the assumed exercise of stock options.

  The weighted average shares used in the computation of earnings per share consist of the following (in millions of shares):

Three Months Ended
Six Months Ended
July 3, 2004
June 28, 2003
July 3, 2004
June 28, 2003
Basic 24.9 25.4 25.3 25.3
Diluted 25.4 25.6 25.7 25.5

6


4) Comprehensive Earnings

  Comprehensive earnings consist of the following (dollars in thousands):

Three Months Ended
Six Months Ended
July 3, 2004
June 28, 2003
July 3, 2004
June 28, 2003

Net earnings
    $ 15,204   $ 7,256   $ 29,278   $ 18,502  
Other comprehensive earnings (loss):  
Foreign currency translation adjustments    (2,098 )  5,420    (2,747 )  6,842  





Comprehensive earnings
    13,106    2,676   $ 26,531    25,344  





5) Goodwill

  Changes in the carrying amount of goodwill by segment during the six months ended July 3, 2004 consist of the following (dollars in thousands):

Printing
Services

Supply-Chain
Management

Healthcare
Total
Balance at January 3, 2004     $ 37,502   $ 6,719   $ 21,614   $ 65,835  
Translation adjustments for goodwill  
  denominated in foreign currencies    -0-  (201 )  -0-  (201 )




Balance at July 3, 2004   $ 37,502   $ 6,518   $ 21,614   $ 65,634  





6) Stock-Based Compensation

  As of July 3, 2004, the Corporation’s stock-based employee compensation plans were accounted for under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Because the number of shares is fixed and the exercise price of the stock options equals the market price of the underlying stock on the date of grant, no cost is reflected in net earnings for these plans. The following table illustrates the effect on net earnings and earnings per share if the Corporation had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation (dollars in thousands, except per share amounts):




7


Three Months Ended Six Months Ended
July 3, 2004
June 28, 2003
July 3, 2004
June 28, 2003
Net earnings, as reported     $ 15,204   $ 7,256   $ 29,278   $ 18,502  

Add: Compensation expense related
  
to restricted stock included in  
net earnings    37        37      

Deduct: Total stock-based
  
compensation expense determined  
under SFAS No. 123 for all  
awards, net of related taxes    (1,111 )  (778 )  (2,425 )  (1,523 )




Pro forma net earnings   $ 14,130   $ 6,478   $ 26,890   $ 16,979  





Earnings per share
  

As reported:
  
  Basic   $ .61   $ .29   $ 1.16   $ .73  




  Diluted   $ .60   $ .28   $ 1.14   $ .72  




Pro forma:  
  Basic   $ .57   $ .25   $ 1.06   $ .67  




  Diluted   $ .56   $ .25   $ 1.04   $ .66  





  During the quarter ended July 3, 2004, the Corporation awarded an aggregate of 21,512 shares of restricted stock to certain employees pursuant the Corporation’s Equity Incentive Plan. Restricted stock is granted in the name of the employee, who has all the rights of a shareholder, subject to certain restrictions. The restricted stock vests ratably over three years from the date of grant, subject to acceleration in certain cases. The shares issued were previously acquired treasury shares. Upon issuance of the restricted stock, unearned compensation of $979,000 was charged to shareholders’ investment for the fair value of the restricted stock and is being recognized as compensation expense ratably over the three-year period. Compensation expense related to restricted stock for the quarter ended July 3, 2004 was approximately $61,000 ($37,000 net of related taxes).

7) Restructuring Charge

  Effective January 1, 2003, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies the previous guidance on the subject. It requires, among other things, that a liability for a cost associated with an exit or disposal activity initiated after December 31, 2002 be recognized at fair value when the liability is incurred rather than at the commitment date to the exit or disposal plan.

  On January 28, 2003, the Corporation announced a restructuring involving its consumer catalog business and a realignment of operating activities within its supply-chain management sector. The objective of the plan, which was implemented throughout 2003, was to consolidate certain operations, leverage existing capacity, improve efficiencies and reduce costs. For the three and six month periods ended June 28, 2003, $5,553,000 and $6,469,000 of restructuring charges were reflected in operating expenses, respectively. No restructuring charges were recorded during the three and six month periods ended July 3, 2004.

8


  The reconciliation of the beginning and ending restructuring liability balances during the six month period ended July 3, 2004 are as follows (dollars in thousands):

Charge to
Operations
During 2003

Liability
Balance at
January 3, 2004

Payments/
Reductions

Liability Balance
at July 3, 2004

Employee severance     $ 9,329   $ 2,613   $ 1,851   $ 762  
  and benefits  
Facility costs    2,755    2,755    1,287    1,468  
Impaired assets and  
  other liabilities    4,868    893    191    702  




Total   $ 16,952   $ 6,261   $ 3,329   $ 2,932  





  Restructuring charges by segment for 2003 were:

Printing
Services

Supply Chain
Management

Total Charges
in 2003

Employee severance and benefits     $ 7,271   $ 2,058   $ 9,329  
Facility costs    344    2,411    2,755  
Impaired assets and other  
  liabilities    4,357    511    4,868  



Total   $ 11,972   $ 4,980   $ 16,952  




  The 2003 restructuring included the decision to exit three facilities, the largest of which was the consumer catalog facility in St. Paul, MN. An asset impairment charge totaling $4.4 million was recorded for machinery and equipment, building and building improvements at this facility. The remaining impairment charges related to machinery, equipment and fixtures at two facilities in the Supply Chain Management segment. Assets were reviewed for recoverability and adjusted to their fair value as appropriate in the quarter in 2003 in which the decision to close the facility was made, in accordance with the Corporation’s accounting policy (as defined in Management’s Discussion and Analysis).

  Employee severance amounts were determined based on company policy and varied based on factors including the tenure of the employee. Employee severance and benefit charges include $1.3 million of estimated costs to exit certain multi-employer, defined benefit pension plans.

  The restructuring activities were substantially completed in 2003, and the Corporation does not expect to record additional charges in 2004 related to these activities.

9


8) Employee Benefit Plans

  The Corporation and certain of its unions have two pension plans covering substantially all employees. The plans are non-contributory and benefits are based on an employee’s years of service and earnings. The Corporation also maintains a non-qualified supplemental retirement plan, which is not funded. The disclosures for this plan for all periods presented are combined with the pension plans. The Corporation makes contributions to the qualified plans each year in an amount that is at least equal to the minimum required contributions as defined by the Employee Retirement Income Security Act of 1974 (ERISA).

  The Corporation and its subsidiaries also provide limited non-contractual healthcare benefits for certain retired employees. The program provides for defined initial contributions by the Corporation toward the cost of post-retirement healthcare coverage. The balance of the cost is borne by the retirees. The program provides that increases in the Corporation’s contribution toward coverage will not exceed 4% per year. Due to the terms of the Corporation’s post-retirement healthcare program, assumed healthcare cost rate trends do not materially affect the Corporation’s costs.

  In accordance with the provisions of Financial Accounting Standards Board (FASB) Staff Position 106-1, the Corporation elected to defer accounting for the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the Act) pending guidance to be issued by the FASB during 2004. The impact of the Act on post-retirement medical obligations for the Corporation has not yet been determined, but based on the plan provisions that limit the Corporation’s contribution each year, the impact is not expected to be material.

  Net periodic pension and post-retirement benefit costs for the Corporation-sponsored plans were as follows (dollars in thousands):

Pension Benefits
Three months ended Six months ended
July 3, 2004
June 28, 2003
July 3, 2004
June 28, 2003
Service cost-benefits earned                    
during the year   $ 2,327   $ 2,046   $ 4,654   $ 4,091  
Interest cost on projected benefit  
obligation    2,437    2,219    4,875    4,438  
Expected return on plan assets    (2,921 )  (2,939 )  (5,841 )  (5,877 )
Amortization of prior service cost    55    54    109    108  
Amortization of net loss    122    59    243    118  




Net pension expense   $ 2,020   $ 1,439   $ 4,040   $ 2,878  






 
Other Benefits
Three months ended Six months ended
July 3, 2004
June 28, 2003
July 3, 2004
June 28, 2003
Service cost-benefits earned  
during the year   $ 197   $ 164   $ 394   $ 327  
Interest cost on projected benefit  
obligation    201    184    402    369  
Amortization of transition obligation  
     52    52    104    104  
Amortization of net (gain)    (33 )  (51 )  (65 )  (101 )




Net post-retirement benefits expense   $ 417   $ 349   $ 835   $ 699  





10


  The Corporation expects to make no contributions to its qualified pension plans during 2004. A contribution of $669,000 is expected to be made during 2004 as benefit payments to retired participants under the Corporation’s supplemental retirement plan. A contribution of $486,000 is expected to be made during 2004 as benefits paid to retirees under the post-retirement healthcare plan.

9) Repurchase of Common Stock

  The Corporation has in effect a Board-approved share repurchase program. Through January 3, 2004, the Corporation had purchased 5,519,400 shares of its common stock under this program at an aggregate cost of $129,517,000. Prior to the second quarter of 1999, all of the repurchased shares had been cancelled and returned to the status of authorized but unissued shares. Beginning April 4, 1999, shares repurchased by the Corporation have been held as treasury shares.

  On March 19, 2004, the Corporation announced that it had entered into an Accelerated Share Repurchase (“ASR”) agreement whereby 1,000,000 shares of the Corporation’s common stock were repurchased at an initial price of $43.69 per share. The ASR requires the counterparty to acquire the shares in the open market over a fixed period of time. On July 27, 2004 the Corporation paid $663,000 for a final settlement amount based on the volume-weighted average price of actual repurchases made by the counterparty in comparison to the initial price.

  The Corporation determined that if settlement of the agreement had occurred on July 3, 2004, the Corporation would have been required to issue approximately 24,000 shares of common stock to the counterparty and, as such, has included that amount as common equivalent shares for the diluted earnings per share calculation for the three and six month periods then ended.

  As of July 3, 2004, and after giving effect to the ASR transaction, the Corporation had authority to repurchase up to $36,793,000 in common stock under its share repurchase program.

10) Acquisition of Business

  On February 24, 2003, the Corporation acquired Qualipak Incorporated (“Qualipak”) for $2.379 million in cash. Qualipak is a provider of secondary packaging, kit assembly, fulfillment and distribution services for publishers, consumer healthcare markets and over-the-counter pharmaceuticals. The purchase price plus the liabilities assumed exceeded the fair value of the tangible and intangible assets acquired by $2 million, which has been recorded as goodwill. The Corporation has included the results of Qualipak in the consolidated financial statements since the acquisition date.

  The purchase agreement relating to this acquisition includes a provision for an additional contingent payment based on incremental qualified sales, as defined, for calendar 2004. Should this payment be made, the Corporation would record a corresponding increase to goodwill.

11) Segment Information

  The Corporation operates in three business segments, printing services, supply-chain management services, and healthcare products. Summarized segment data for the three and six month periods ended July 3, 2004 and June 28, 2003 are as follows (dollars in thousands):




11


Three Months Ended Six Months Ended
July 3, 2004
June 28, 2003
July 3, 2004
June 28, 2003
Net revenues                    
  Printing Services   $ 238,278   $ 231,240   $ 484,814   $ 463,601  
  Supply-Chain Management    102,784    80,011    205,776    161,546  
  Healthcare    26,576    25,480    50,120    48,014  




  Total revenues   $ 367,638   $ 336,731   $ 740,710   $ 673,161  





Earnings from operations
  
  Printing Services   $ 17,267   $ 9,624   $ 33,704   $ 22,910  
  Supply-Chain Management    11,120    5,413    21,794    14,434  
  Healthcare    2,844    3,726    4,940    6,388  




  Total   $ 31,231   $ 18,763   $ 60,438   $ 43,732  




  The following table presents a reconciliation of segment earnings from operations to the totals contained in the condensed consolidated financial statements for the three and six months ended July 3, 2004 and June 28, 2003 (dollars in thousands):

Three Months Ended Six Months Ended
July 3, 2004
June 28, 2003
July 3, 2004
June 28, 2003
Reportable segment earnings from     $ 31,231   $ 18,763   $ 60,438   $ 43,732  
      operations  
Corporate expenses (not allocable    (6,997 )  (5,141 )  (12,948 )  (10,030 )
    to segments)  
Interest expense    (1,688 )  (2,005 )  (3,578 )  (4,626 )
Other income (expense)    1,048    (31 )  1,666    756  




   Earnings before income taxes   $ 23,594   $ 11,586   $ 45,578   $ 29,832  









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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
SECOND QUARTER AND FIRST SIX MONTHS OF 2004 COMPARED TO 2003

Overview

The Corporation reported a strong second quarter of 2004, with results exceeding the prior year for revenues, operating earnings and diluted earnings per share. 2004 second quarter sales were $368 million, an increase of 9 percent over 2003‘s $337 million. Revenues for the second quarter of 2004 were up in all segments compared with the second quarter of 2003. Net earnings for this year’s second quarter were $15.2 million, compared with $7.3 million during the same period last year, an increase of 110%. No special charges were recorded in the second quarter of 2004, while $10.2 million of pre-tax restructuring and litigation settlement charges were recorded in the second quarter of 2003. Diluted earnings per share for the second quarter were 60 cents compared with 28 cents in 2003.

Revenues for the first half of 2004 were $741 million, an increase of 10% above the $673 million in the first half of 2003. Year-to-date net earnings of $29.3 million were 58% above the same period in the prior year. No special charges were recorded in the first half of 2004, while $11.1 million of restructuring and litigation settlement charges were recorded in the first half of 2003. Diluted earnings per share for the first six months of 2004 were $1.14 compared with $.72 cents in the same period of 2003.

The financial statement presentation of net revenues has been changed to separately present the Printing Services segment and Supply-Chain Management segment as services revenue. Product sales include the sales of disposable healthcare products in the Healthcare segment.

Net Revenues

Net revenues for the second quarter of 2004 totaled $368 million, approximately 9% higher than the $337 million in the second quarter of 2003. Net revenues for the quarter by segment are shown below (dollars in thousands):

Segment Quarter 2 Quarter 2 Increase %
  2004 2003  

Printing Services $238,278 $231,240   3%

Supply-Chain Management Services   102,784     80,011 28%

Healthcare Products     26,576     25,480   4%

Total $367,638 $336,731   9%


Printing Services revenues for the second quarter of 2004 were 3% higher than the comparable quarter in the prior year. The key issues in the second quarter of 2004 related to revenues in this segment were:

Revenue in the Book operating unit was down 1% from the prior year second quarter. This was primarily the result of slightly lower revenues in the educational market as the result of reduced pricing.
Revenue in the Catalog operating unit decreased by 17% compared with the second quarter of 2003. This decrease was primarily the result of the planned decline in print capacity following the 2003 closure of the St. Paul, MN facility. Some work previously done at the St. Paul facility was transferred to a Direct Marketing operating unit following the closure of the St. Paul facility.

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Revenue for the Publications operating unit was up 4% from the second quarter last year. The unit continues to grow sales by aggressively increasing market share and increasing the number of magazines printed. Printing activity, as measured by internal pages printed compared with the prior year, increased 2% over the second quarter of 2003. This is the first quarter over quarter increase since the fourth quarter of 2000.
The Direct Marketing operating unit increased revenue by 21% for the second quarter of 2004 compared with the prior year period. Of the increase, 25% was attributable to work transferred from the Catalog operating unit. The remaining increase was the result of increased sales to all major customer segments, increased average order size and pricing which began stabilizing during the second quarter of 2004.

Printing Services revenues increased by 5% in the first half of 2004 compared with the first half of 2003. This increase was the result of the same factors described above that impacted the second quarter of 2004. The increase in Printing Services revenues for the first half of 2004 was offset in part as a result of a large order of government forms at the Catalog operating unit that was supplied in the first quarter of 2003 not being repeated in the first quarter of 2004.

Net revenues for the Supply-Chain Management segment were 28% higher in the second quarter of 2004 compared with the second quarter of 2003. Approximately $5 million, or 22%, of the increase was related to the change in currency values between the Euro and the U.S. dollar. The remaining increase was the result of both improved sales to the segment’s major technology customers and the addition of several new customers.

Net revenues for the Supply-Chain Management segment were 27% higher in the first half of 2004 compared with the first half of 2003. Approximately $9 million or 20% of the increase was related to the change in currency values between the Euro and the U.S. dollar. The remaining increase was the result of both improved sales to the segment’s major technology customers and the addition of several new customers. During 1999, the Corporation entered into a five-year agreement with Compaq Computer Corporation (now Hewlett-Packard Company), which contract is subject to one year extensions pursuant to an evergreen clause. Revenue from Hewlett-Packard Company under this agreement totaled approximately $133 million in 2003, and comparable revenue is expected under this contract in fiscal 2004. For the six months ended July 3, 2004, revenues under this contract totaled $60 million or 29% of the Supply Chain Management segment’s total revenues. The loss of this contract could have a material adverse impact on the Corporation’s financial results.

Healthcare segment net sales in both the second quarter and the first half of 2004 were 4% higher compared with the comparable periods in 2003. This increase for both the quarter and the first half was the result of higher sales to a few large customers.

Earnings from operations

Consolidated earnings from operations of $24.2 million in the second quarter of 2004 were up 78% from the $13.6 million (including the impact of the restructuring described in Note 7) in the prior year second quarter. Operating earnings as a percentage of sales were 6.6%, up from 4.0% in the second quarter of 2003.

Consolidated earnings from operations of $47.5 million in the first half of 2004 were up 41% from the $33.7 million (including the impact of the restructuring described in Note 7) in the prior year first half. Operating earnings as a percentage of sales were 6.4% for the second quarter of 2004, up from 5.0% in the comparable period of the prior year.

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Segment operating margins were as follows for the second quarter:

Segment 2004 2003

Printing Services
  7.2%   4.2%
Supply-Chain Management 10.8%   6.8%
Healthcare 10.7% 14.6%

Operating margins for the Printing Services segment in the second quarter of 2004 increased to 7.2% from 4.2% in the second quarter of 2003. Approximately two percentage points of this operating margin improvement reflected the absence of special charges in 2004. These special charges totaled $5.3 million in the second quarter of 2003. Eight tenths of a percentage point of the operating margin improvement was related to improved margins in the Catalog operating unit, as a result of efficiencies from the restructuring in 2003. The remaining operating margin improvement was from improved results at the Direct Marketing operating unit, which saw improved product mix and greater efficiencies from higher volume in the second quarter of 2004.

Operating margins for the Printing Services segment in the first half of 2004 increased to 7.0% from 4.9% in the first half of 2003. The increase was the result of the same factors described above for the second quarter, including the absence of special charges (1.4 points of improvement), improved margins in the Catalog operating unit (.5 points of improvement) and improved margins at the Direct Marketing operating unit.

The principal raw material used by the Corporation in the Printing Services segment is paper. Paper prices in the second quarter and first half of 2004 were approximately 1.5% lower than prices in the comparable periods of 2003.

Operating margins for the Supply-Chain Management segment of 10.8% in the second quarter of 2004 were higher than the prior year second quarter margins of 6.8%. The absence of special charges of $4.8 million contributed approximately six percentage points of operating margin improvement in the second quarter. Offsetting this increase was a decrease in operating margin as the result of reduced pricing to major customers. In addition, sales to new customers were at a more normal level of material sales to value-added sales, resulting in lower margins for these customers. Margins in this segment continue to be at a level higher than would normally be expected, and will likely continue to decrease in the future based on the expectation of a lesser proportion of value-added content in the product mix and continued pricing pressure from existing and new customers.

Operating margins for the Supply-Chain Management segment of 10.6% in the first half of 2004 were higher than the prior year first half margins of 8.9%. Operating margin was positively impacted by approximately three percentage points by the absence of special charges in the first half of 2004. These special charges totaled $4.8 million in the first half of 2003. This increase was offset in part by the pricing and mix factors described for the second quarter of 2004.

Healthcare segment operating margins of 10.7% were lower in the second quarter of 2004, compared with 14.6% in the second quarter of 2003. Approximately two thirds of this decrease was the result of increased commodity pricing, particularly pulp and resin. The remaining decrease was largely the result of increased discounts to a few large customers.

Healthcare segment operating margins of 9.9% were lower for the first half of 2004 compared with 13.3% in the first half of 2003. The decrease was the result of the same factors described above for the second quarter.

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Geographic analysis of net revenues and earnings from operations

Net revenues and earnings from operations (excluding unallocated corporate expenses) by geographic area for the three and six months ended July 3, 2004 and June 28, 2003 are presented below (dollars in thousands). All sales for the Printing Services and Healthcare segments are to customers in the United States. Sales in the Supply-Chain Management segment are to customers in the United States, Europe and Asia.

Three Months Ended Six Months Ended
July 3, 2004
June 28, 2003
July 3, 2004
June 28, 2003

Net revenues
                   
  United States   $ 287,296   $ 278,298   $ 580,681   $ 552,474  
  Non-United States    80,342    58,433    160,029    120,687  




  Total revenues   $ 367,638   $ 336,731   $ 740,710   $ 673,161  





Earnings from operations
  
  United States   $ 24,021   $ 18,299   $ 46,472   $ 37,194  
  Non-United States    7,210    464    13,966    6,538  




  Total   $ 31,231   $ 18,763   $ 60,438   $ 43,732  




Revenues in the United States increased by 3% in the second quarter of 2004 from the prior year quarter and by 5% for the first half of 2004 compared with the first half of 2003. This increase was consistent with the increase in revenues in the Printing Services segment, which constitutes the majority of the Corporation’s sales in the United States. Non-United States revenues increased by 37% in the second quarter of 2004 from the comparable quarter in the prior year and by 33% for the first half of 2004 compared with the first half of 2003. All non-United States sales are in the Supply-Chain Management segment and these increases are consistent with the strong growth in revenues and new customers in this segment.

Operating earnings in the United States increased significantly in both the three and six months ended July 3, 2004 from the prior year periods. This increase was primarily the result of the factors for improved earnings in the Printing Services segment described above. Non-United States operating earnings increased significantly in both the three and six months ended July 3, 2004 from the prior year periods. This improvement in operating margin is primarily the absence of special charges in 2004.

Interest Expense

Interest expense for the second quarter of 2004 was $1.7 million, a reduction of 16% compared with interest expense of $2.0 million in the prior year’s second quarter. Total debt at July 3, 2004 of $95 million was 15% less than the $112 million of debt at the end of the prior year and 19% less than at the end of the same quarter of 2003. The reduction in interest expense was the result of scheduled repayments of long-term debt. Essentially all of the Corporation’s long-term debt is at fixed interest rates. As a result, changes in market interest rates have not significantly impacted the Corporation’s interest expense.

Income Taxes

The Corporation’s effective tax rate of 35.6% for the second quarter of 2004 was lower than the 37.4% effective tax rate in the second quarter of 2003. The Corporation’s effective tax rate of 35.8% for the first half of 2004 was lower than the 38.0% effective tax rate in the first half of 2003. The reduction in the effective tax rate was due to a greater proportion of foreign earnings generated by the Supply-Chain Management segment, which has extensive operations in countries whose tax rates are more favorable than the rates in the United States. The Corporation currently expects the tax rate for 2004 to be lower than the rate in 2003.

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Liquidity and Capital Resources

The Corporation’s net working capital decreased by $47 million during the first half of 2004. This was primarily due to a reduction in cash. Cash balances decreased by $52 million. Of this decrease, $44 million was attributable to the repurchase of one million shares of common stock in the first quarter of 2004 (see Note 9).

The Corporation has in effect a stock repurchase program pursuant to which it may repurchase shares of its common stock on the open market or in privately negotiated transactions from time to time. As of April 3, 2004, the Corporation had authority to repurchase up to $36,793,000 in common stock under its share repurchase program.

Capital expenditures were $19.2 million during the second quarter and $38.1 million for the first half of 2004, $2.4 million higher than in the second quarter of 2003 and $5.9 million higher than the amount spent during the prior year’s first half. Capital expenditures for the full year are expected to be in the range of $80 — $90 million and will be funded by cash on hand or cash provided from operations.

Total debt as a percentage of total capitalization at July 3, 2004 was 16.2%, compared with 17.9% at January 3, 2004. This was the result of scheduled repayments of long-term debt in the second quarter of 2004, offset by the reduction of total equity affected by the repurchase of common stock in the first quarter of 2004.

Given cash and cash equivalents on hand as well as borrowing capacity currently in place, the Corporation believes it has sufficient liquidity to fund its operations for the foreseeable future.

CRITICAL ACCOUNTING POLICIES

The Corporation’s accounting policies are more fully described in Note 1 to the consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and footnotes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

The most significant accounting estimates inherent in the preparation of the Corporation’s consolidated financial statements include estimates as to the recovery of receivables and the realization of inventories, plant and equipment and goodwill. Significant assumptions are also used in the determination of liabilities related to pension and post-retirement benefits, obligations for lease terminations, income taxes and environmental matters. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix and, in some cases, actuarial assumptions. The Corporation re-evaluates these significant factors as facts and circumstances dictate. Historically, actual results have not differed significantly from those determined using the estimates described above.

The Corporation believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements:

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Revenue Recognition. Revenues are recognized when title and risk of loss transfers to the customer and the earnings process is complete. The Securities and Exchange Commission’s Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition”provides guidance on the application of accounting principles generally accepted in the United States to selected revenue recognition issues. In addition, revenues in the Supply-Chain Management segment are recognized in accordance with Emerging Issues Task Force (EITF) Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” Each major contract is evaluated based on various criteria, with management judgment required to assess the importance of each criterion in reaching the final decision. Revenue is recognized on a gross basis if the Corporation has the risks and rewards of ownership, latitude in establishing component vendors and pricing, and bears all credit risk. Revenues from contracts that do not meet these criteria are recognized on a net basis, recording only the portion that is related to services or products provided directly by the Corporation.

Goodwill. The Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”, effective December 30, 2001.  Under SFAS No. 142, goodwill is no longer amortized, but is reviewed for impairment on an annual basis. The Corporation’s analysis, which is performed in the fourth quarter of each fiscal year unless other indicators of impairment exist, is based on the comparison of the fair value of its reporting units to the carrying value of the net assets of the respective reporting units.

Retirement Benefits. The Corporation has significant pension and post-retirement benefit costs that are developed from actuarial valuations. The valuations reflect key assumptions regarding, among other things, discount rates, expected return on plan assets, retirement ages and years of service. Consideration is given to current market conditions, including changes in interest rates and investment returns, in making these assumptions. Changes in these assumptions will affect the amount of pension and post retirement expense recognized in future periods.

Asset Impairments. The Corporation adopted SFAS No 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” during 2002. SFAS No. 144 addresses financial accounting and reporting for long-lived assets. The Corporation regularly reviews all significant assets when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the tests for recoverability indicate that the carrying amount exceeds the fair value the asset is considered impaired and the appropriate adjustment is recorded. In addition, assets that will be sold or disposed of are accounted for in accordance with SFAS No. 144.

CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION

This document includes forward-looking statements. Statements that describe future expectations, including future plans, results or strategies, are considered forward-looking. The statements that are not purely historical should be considered forward-looking statements. Often they can be identified by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecasts,” and the like. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those currently anticipated. Factors that could affect actual results include, among others, changes in customers’ order patterns or demand for the Corporation’s products and services, pricing, changes in raw material costs and availability, unanticipated changes in sourcing of raw materials (including paper) by customers, unanticipated changes in operating expenses, unanticipated production difficulties, changes in the pattern of outsourcing supply-chain management functions by customers, unanticipated acquisition or loss of significant customer contracts or relationships, unanticipated difficulties and costs associated with the design and implementation of new administrative systems, the impact of any acquisition or divestiture effected by the Corporation, changes in the Corporation’s effective tax rate, and any unanticipated weakening of the economy. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. The forward-looking statements included herein are made as of the date hereof, and the Corporation undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Corporation is exposed to market risk from changes in interest rates and foreign exchange rates. As of July 3, 2004, the Corporation had no notes payable outstanding against lines of credit with banks. Since essentially all the Corporation’s long-term debt is at fixed interest rates, exposure to interest rate fluctuations is minimal.

Exposure to adverse changes in foreign exchange rates is not considered material. Potential market risk associated with changes in foreign exchange is considered in contractual arrangements with customers.

Item 4. Controls and Procedures

a. Disclosure Controls and Procedures. The Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act.

b. Internal Control Over Financial Reporting. There have not been any changes in the Corporation’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II: OTHER INFORMATION

  Item 1. Legal Proceedings

  In the ordinary course of its business, the Corporation is involved in litigation matters. Based on the Corporation’s assessment of these matters and on the existing reserves provided for them, the Corporation does not believe that any of these matters, either individually or in the aggregate, will have a material adverse effect on its results of operations or financial condition.

  Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

  In April 1998, the Board of Directors authorized a program for the repurchase of $60 million of the Corporation’s common stock. This program was expanded in October 1998 for the repurchase of an additional $50 million of common stock and was expanded again in December 1999 for the repurchase of an additional $100 million of common stock. There is no specific expiration date for the Corporation’s share repurchase program. As of July 3, 2004 approximately $36,793,000 of shares of the Corporation’s common stock may yet be purchased under the program. No shares were repurchased during the second quarter of 2004.




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  Item 4. Submission of Matters to a Vote of Security Holders

  At the annual meeting of shareholders held on April 28, 2004, the only matters submitted to a vote of the Corporation’s shareholders was the election of seven directors. All of the persons nominated as directors were elected for terms expiring at the 2005 annual meeting. The following table sets forth certain information with respect to such election:

Name Shares
Voted For
Shares
Withholding
Authority

Jameson A. Baxter
21,946,343 847,535
John F. Bergstrom 22,252,235 541,642
Henry T. DeNero 22,660,661 133,217
Paul C. Reyelts 22,689,496 104,382
Raymond C. Richelsen 22,248,676 545,201
Stephanie A. Streeter 22,334,702 459,177
Michael J. Winkler 22,375,114 418,764

  Item 6. Exhibits and Reports on Form 8-K

  (a) Exhibits –

  3.1 Amendment to By-laws
  3.2 By-laws as amended
  10.1 Form of Restricted Stock Award Agreement
  10.2 Executive Deferred Compensation Plan “B”, as amended
  31.1 Certification by the Chief Executive Officer pursuant to Rule 13a-14(a).
  31.2 Certification by the Chief Financial Officer pursuant to Rule 13a-14(a).
  32 Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  (b) Reports on Form 8-K –

  The Corporation filed a Current Report on Form 8-K, dated April 27, 2004, furnishing under Item 12 the Corporation’s press release dated April 27, 2004, with respect to financial results for the quarter ended April 3, 2004.

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.

  BANTA CORPORATION


  /s/ Geoffrey J. Hibner
Geoffrey J. Hibner
Chief Financial Officer

Date:  August 6, 2004

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BANTA CORPORATION
EXHIBIT INDEX TO FORM 10-Q
For The Quarter Ended July 3, 2004

Exhibit Number

3.1 Amendment to By-laws

3.2 By-laws as amended

10.1 Form of Restricted Stock Award Agreement

10.2 Executive Deferred Compensation Plan “B”, as amended

31.1 Certification by the Chief Executive Officer pursuant to Rule 13a-14(a).

31.2 Certification by the Chief Financial Officer pursuant to Rule 13a-14(a).

32 Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.











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