##### Table of Contents



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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005,oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 1-5842
  Bowne & Co., Inc.
 (Exact name of Registrant as
    specified in its charter)
  Delaware(State or other
    jurisdiction of
    incorporation or organization)

13-2618477(I.R.S. Employer
    Identification Number)55 Water Street
    New York, New York(Address of principal
    executive offices)

10041(Zip
    code)   (212) 924-5500
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Each Exchange on Which
    RegisteredCommon Stock, Par Value $.01

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of class)
  o þ
  o þ
  o þ
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2).  Yes o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K:
  Notice
    of Annual Meeting of Stockholders and Proxy Statement
    anticipated to be dated April 11, 2006

Part III, Items 10-12




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##### 



TABLE OF
    CONTENTS
  
  Form 10-KItem No.

Name of Item

PagePART IItem 1.

Business


2Item 1A.

Risk Factors


9Item 1B.

Unresolved Staff
    Comments


14Item 2.

Properties


15Item 3.

Legal
    Proceedings


15Item 4.

Submission of
    Matters to a Vote of Security Holders.


15Supplemental Item.
    Executive Officers of the Registrant


16PART IIItem 5.

Market for
    Registrants Common Equity and Related Stockholder
    Matters


17Item 6.

Selected Financial
    Data


18Item 7.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


19Item 7A.

Quantitative and
    Qualitative Disclosures about Market Risk


41Item 8.

Financial
    Statements and Supplementary Data


43Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


83Item 9A.

Controls and
    Procedures


83Item 9B.

Other
    Information


88PART IIIItem 10.

Directors and
    Executive Officers of the Registrant


89Item 11.

Executive
    Compensation


89Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


89Item 13.

Certain
    Relationships and Related Transactions


89Item 14.

Principal
    Accountant Fees and Services


90PART IVItem 15.

Exhibits and
    Financial Statement Schedules


90Signatures


92CertificationsEX-21: SUBSIDIARIESEX-23.1: CONSENT OF KPMG LLPEX-24: POWERS OF ATTORNEYEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   1




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##### Table of Contents



PART I  Item 1.
    Business    Financial Print
    Marketing and Business Communications
    (MBC) print-on-demand,
 2




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##### Table of Contents



Litigation Solutions ® ®
      Industry
    Overview
      print-on-demand end-to-end, end-to-end
    
    jury research, trial consulting, courtroom graphics, and
    strategic communications; and
    case management software. 3




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##### Table of Contents



The
    Company
  Financial
    Print
  ® 8-K tm 6-K tm
        
    Bowne was recognized by InfoWorld magazine in 2005 for its
    pioneering role in XBRL-based solutions and for being the first
    company to file earnings information through the SECs
    voluntary pilot program to test this new data tagging technology.
    The Company implemented its newest proprietary composition
    system, ACE (Advanced Composition Engine), in 2006. The Company
    believes that ACE will significantly improve productivity,
    accuracy and page turnaround, and substantially shorten training
    cycles, giving the Company even greater flexibility and
    responsiveness to its clients.
    Advances in technology have permitted Bowne to centralize the
    majority of its composition operations into six Centers of
    Excellence, to reduce its composition workforce and to
    outsource the more routine and less critical composition work at
    a lower cost than performing it in-house. 4




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##### Table of Contents




    The Company also developed
    BowneFaxtm
    to replace its standard fax machines. While a standard fax
    machine simply transmits a page from one location to another,
    BowneFaxtm
    creates a digital file at high resolution and speeds and
    facilitates work-sharing. In terms of speed,
    BowneFaxtm
    shortens turnaround time because pages are read and processed
    five to ten times faster than standard faxes. In terms of
    service,
    BowneFaxtm
    reduces the time the Company and its clients need to clarify
    unclear copy changes and significantly enhances accuracy through
    reduction of editing errors and page tracking.
    XMarktm,
    another of the Companys proprietary technologies, takes
    input from clients in a variety of formats and allows conversion
    personnel to produce near-perfect conversions in a single cycle,
    standardizes the document format, and then produces output in a
    variety of formats. In terms of speed,
    XMarktm
    reduces data conversion and composition production time in the
    range of 50 to 90 percent.  Marketing
    and Business Communication
  print-on-demand
    
    Clients are provided with tools to edit and manage their
    document content repository and order documents for delivery,
    with an electronic library of the clients documents that
    can be edited in real-time by the clients sales,
    marketing, legal and other authorized users.
    Extensive business logic provides for automated customization
    and personalization of each document based on the individual
    clients needs.
    Production and distribution methods are flexible to match the
    needs of our clients with a mix of capabilities for digital
    print and electronic delivery that can be managed at the single
    document level.
    Automated controls incorporated throughout the system, using
    barcode technology, provide for speed, quality, and audit
    capabilities for a unique document to be tracked anywhere in the
    system.    Litigation
    Solutions
  ®
 5




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##### Table of Contents



Other
    Information
    Year EndedDecember 31,Type of Service

2005


2004


2003Transactional financial printing


36
%


41
%


39
%Compliance reporting


24



22



22Mutual fund printing


22



19



20Commercial printing


7



6



6Other


1



1



1Financial Print


90



89



88Marketing and Business
    Communication


6



6



6Litigation Solutions


4



5



6100
%


100
%


100
%       On-site
  (212) 924-5500.
  Competition
   6




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Cyclical,
    Seasonal and Other Factors Affecting the Companys
    Business
        Research
    and Development
           7




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##### Table of Contents




    Bowne has been named a winner of the 2005 InfoWorld 100 Award in
    the financial services category and a finalist for the InfoWorld
    100 Project of the Year Award. The InfoWorld 100 Awards
    recognize the real-world technology projects that use technology
    in smart, innovative and creative ways to meet business and
    technical objectives. Bowne was recognized for using
    Fujitsus Interstage
    XWand®
    to complete the first electronic SEC filing based on the
    eXtensible Business Reporting Language (XBRL). The filing was
    conducted as part of the SECs new XBRL pilot program.
    Bowne was a 2003 Wharton Infosys Business Transformation Award
    Finalist. This national award honors Global 2000 companies that
    have transformed their business or industry through the creative
    application of technology. Bowne was recognized primarily for
    two revolutionary applications:
    X-Marktm,
    a file-conversion technology that rapidly converts
    customer-supplied files into any of a wide variety of other
    formats, and NetFax, a high-speed, high-resolution digital
    application for transmitting hand-edited pages.  Patents
    and Other Rights
  ® sm sm tm ® ® ® tm ® 8-K Express tm 6-K tm ® ® ® tm ® tm tm
  Sales and
    Marketing
    Customers
    and Backlog of Orders
     8




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##### Table of Contents



Employees
    Suppliers
    International
    Sales
    Item 1A.
    Risk
    Factors  Form 10-K.
  Our
    strategy to increase revenue through enhancement and
    streamlining our operations and acquiring businesses that
    complement our existing businesses may not be successful, which
    could adversely affect results and may negatively affect
    earnings.
    
    the pace of technological changes affecting our business
    segments and our clients needs could accelerate, and our
    products and services could become obsolete before we have
    recovered the cost of developing them or obtained the desired
    return on our investment and;
    product innovations and effectively serving our clients requires
    a large investment in personnel and training. The market for
    sales and technical staff is competitive, and we may not be able
    to attract and retain a sufficient number of qualified personnel.   9




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##### Table of Contents



Revenue
    from printed financial documents is subject to regulatory
    changes and volatility in demand, which could adversely affect
    our operating results.
      in-house.
    The
    environment in which we compete is highly competitive, which
    creates adverse pricing pressures and may harm our business and
    operating results if we cannot compete
    effectively.
       10




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The
    market for our marketing and business communications services is
    relatively new and we may not realize the anticipated benefits
    of our investment.
        Our
    business could be harmed if we do not successfully manage the
    integration of businesses that we acquire.
    
    the difficulty of integrating the operations and personnel of
    the acquired businesses into our ongoing operations;
    the potential disruption of our ongoing business and distraction
    of management;
    the difficulty in incorporating acquired technology and rights
    into our products and technology;
    unanticipated expenses and delays relating to completing
    acquired development projects and technology integration;
    a potential increase in our indebtedness and contingent
    liabilities, which could restrict our ability to access
    additional capital when needed or to pursue other important
    elements of our business strategy;
    the management of geographically remote units;
    the establishment and maintenance of uniform standards,
    controls, procedures and policies;
    the impairment of relationships with employees and clients as a
    result of any integration of new management personnel;
    risks of entering markets or types of businesses in which we
    have either limited or no direct experience;
    the potential loss of key employees or clients of the acquired
    businesses; and
    potential unknown liabilities, such as liability for hazardous
    substances, or other difficulties associated with acquired
    businesses.    We are
    exposed to risks associated with operations outside of the
    United States.
   11




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##### Table of Contents




    costs of customizing products and services for foreign countries;
    difficulties in managing and staffing international operations;
    increased infrastructure costs including legal, tax, accounting
    and information technology;
    reduced protection for intellectual property rights in some
    countries;
    exposure to currency exchange rate fluctuations;
    potentially longer sales and payment cycles;
    potentially greater difficulties in collecting accounts
    receivable, including currency conversion and cash repatriation
    from foreign jurisdictions;
    increased licenses, tariffs and other trade barriers;
    potentially adverse tax consequences;
    increased burdens of complying with a wide variety of foreign
    laws, including employment-related laws, which may be more
    stringent than U.S. laws;
    unexpected changes in regulatory requirements; and
    political and economic instability.    We do
    not have long-term service agreements in the transactional
    portion of our financial print business, which may make it
    difficult for us to achieve steady earnings growth on a
    quarterly basis and lead to adverse movements in the price of
    our common stock.
    If we
    are unable to retain our key employees and attract and retain
    other qualified personnel, our business could
    suffer.
  and/or
 12




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If we
    fail to keep our clients information confidential or if we
    handle their information improperly, our business and reputation
    could be significantly and adversely affected.
    Our
    services depend on the reliability of our computer systems and
    our ability to implement and maintain information technology and
    security measures.
    Our
    services depend on third-parties to provide or support some of
    our services and our business and reputation could suffer if
    these third-parties fail to perform
    satisfactorily.
    We
    must adapt to rapid changes in technology and client
    requirements to remain competitive.
    
    technological change;
    frequent product and service introductions; and
    evolving client requirements. 13




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##### Table of Contents




    enhance our existing products and services;
    successfully develop new products and services that meet
    increasing client requirements; and
    gain market acceptance.    
    have sufficient resources to make these investments;
    be successful in developing product and service enhancements or
    new products and services on a timely basis, if at all; or
    be able to market successfully these enhancements and new
    products once developed.    The
    inability to identify, obtain and retain important intellectual
    property rights to technology could harm our
    business.
   Fluctuations
    in the costs of paper, ink, energy, and other raw materials may
    adversely impact the Company    Item 1B.
    Unresolved
    Staff Comments  Form 10-K,
 14




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##### Table of Contents



Item 2.
    Properties    YearLease



SquareLocation

Expires

Description

Footage55 Water Street
    New York, NY

2026

Customer service center, general
    office space, computer center, and corporate headquarters.


200,000800 Central Blvd
    Carlstadt, NJ

2009

Digital printing plant and general
    office space.


130,000500 West Madison Avenue
    Chicago, IL

2016

Customer service center and
    general office space.


73,00060 Gervais Drive
    Don Mills (Toronto),
    Ontario, Canada

2010

Customer service center, printing
    plant, and general office space.


71,0001570 Northside Drive
    Atlanta, GA

2009

Customer service center,
    composition, printing plant and general office space.


51,00018050 Central Avenue
    Carson, CA

2014

Printing plant and general office
    space.


40,00060 Queen Victoria Street
    London, England

2020

Customer service center and
    general office space.


30,0005021 Nimtz Parkway
    South Bend, IN

Owned

Printing plant and general office
    space.


127,000215 County Avenue
    Secaucus, NJ

Owned

Printing plant and general office
    space.


125,0001200 Oliver Street
    Houston, TX

Owned

Customer service center,
    composition, printing plant and general office space.


110,000411 D Street
    Boston, MA

Owned

Customer service center,
    composition, printing plant and general office space.


73,0001241 Superior Avenue
    Cleveland, OH

Owned

Customer service center,
    composition and general office space.


73,0001931 Market Center Blvd,
    Dallas, TX

Owned

Customer service center,
    composition and general office space.


68,0001500 North Central Avenue
    Phoenix, AZ

Owned

Customer service center,
    composition and general office space.


53,000   15-year
  Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   15




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##### Table of Contents



Supplemental
    Item.
    Executive
    Officers of the Registrant  Form 10-K.
  Name

Principal Occupation During Past
    Five Years

AgePhilip E. Kucera

Chairman and Chief Executive
    Officer of the Company since  May 2005; previously served as
    Chief Executive Officer from October 2004 and Interim Chief
    Executive Officer from May 2004; served as Senior Vice President
    and General Counsel since December 1998.


63David J. Shea

President and Chief Operating
    Officer since October 2004, previously served as President since
    August 2004 and Senior Vice President and Chief Executive
    Officer of Bowne Enterprise Solutions, LLC since November 2003;
    also served as Senior Vice President, President, and Executive
    Vice President, Business Development and Strategic Technology of
    Bowne Business Solutions from July 1998.


50C. Cody Colquitt

Senior Vice President and Chief
    Financial Officer since March 2001


44Susan W. Cummiskey

Senior Vice President, Human
    Resources since December 1998.


53Scott L. Spitzer

Senior Vice President, General
    Counsel and Corporate Secretary since May 2004; served as Vice
    President, Associate General Counsel and Corporate Secretary
    since March 2002; served as Vice President and Associate General
    Counsel from April 2001; previously Vice President, General
    Counsel and Secretary of Vital Signs, Inc.


54Elaine Beitler

President of Bowne Marketing and
    Business Communications since December 2005; previously served
    as General Manager of Bowne Enterprise Solutions since 2004 and
    Senior Vice President of Client Services and Operations for
    Bowne Enterprise Solutions from 2003, and Chief Technology
    Officer for Bowne Technology Enterprise since 1998.


46William P. Penders

Chief Operating Officer of Bowne
    Financial Print since December 2005; previously served as
    President of Bowne International and President of the Eastern
    Region of Bowne Financial Print since 2003, and President of
    Bowne International since 2000.


44Richard Bambach, Jr.

Chief Accounting Officer of the
    Company since May 2002 and Vice President, Corporate Controller
    since August 2001; previously Vice President, External Financial
    Reporting for Winstar Communications, Inc. from August 1999.


41William J. Coote

Vice President and Treasurer since
    December 1998.


51    16




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters  Share
    Prices
    DividendsPerHigh


Low


Share2005Fourth quarter

$
15.71


$
12.96


$
.055Third quarter


14.96



12.93



.055Second quarter


15.15



11.65



.055First quarter


16.16



14.15



.055Calendar year


16.16



11.65


$
.222004Fourth quarter

$
16.34


$
11.11


$
.055Third quarter


16.02



12.60



.055Second quarter


17.99



14.81



.055First quarter


17.90



13.66



.055Calendar year


17.99



11.11


$
.22     Stock
    Repurchase
    Rule 10b5-1
 17




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Five Year
    Financial Summary
  Years Ended
    December 31,2004


2003


2002


2001Restated


Restated


Restated


Restated2005


See Note 2


See Note 2


See Note 2


See Note 2(In thousands)Operating DataRevenue

$
694,140


$
671,351


$
628,391


$
642,471


$
723,451Expenses:Cost of revenue


(449,764
)


(421,707
)


(395,998
)


(394,544
)


(468,137
)Selling and administrative


(190,629
)


(198,742
)


(182,227
)


(198,144
)


(207,930
)Depreciation


(26,120
)


(25,855
)


(29,688
)


(31,110
)


(33,028
)Amortization


(940
)


(730
)


(715
)






(1,165
)Restructuring charges, integration
    costs and asset impairment charges


(10,410
)


(8,132
)


(14,471
)


(7,035
)


(8,857
)Gain (loss) on sale of certain
    printing assets














15,369



(1,858
)Gain on sale of building






896







4,889



Purchased in-process research and
    development


















(800
)Operating income


16,277



17,081



5,292



31,896



1,676Interest expense


(5,160
)


(10,436
)


(11,200
)


(6,907
)


(6,144
)Loss on extinguishment of debt






(8,815
)










(Loss) gain on sale of marketable
    securities


(7,890
)






1,022







Other income (expense), net


2,839



860



(1,679
)


(318
)


1,769Income (loss) from continuing
    operations before income taxes


6,066



(1,310
)


(6,565
)


24,671



(2,699
)Income tax (expense) benefit


(5,292
)


(1,052
)


(2,709
)


(8,765
)


796Income (loss) from continuing
    operations

$
774


$
(2,362
)

$
(9,274
)

$
15,906


$
(1,903
)   18




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##### Table of Contents



Years Ended
    December 31,2004


2003


2002


2001Restated


Restated


Restated


Restated2005


See Note 2


See Note 2


See Note 2


See Note 2(In thousands, except per share
    data)Balance Sheet DataCurrent assets

$
370,407


$
308,299


$
266,000


$
269,676


$
272,436Current liabilities

$
139,101


$
157,387


$
179,088


$
182,816


$
186,556Working capital

$
231,306


$
150,912


$
86,912


$
86,860


$
85,880Current ratio


2.66:1



1.96:1



1.49:1



1.48:1



1.46:1Plant and equipment, net

$
108,260


$
95,275


$
109,645


$
125,984


$
141,717Total assets

$
563,248


$
661,895


$
729,521


$
719,918


$
652,401Long-term debt

$
76,078


$
75,800


$
138,000


$
140,431


$
75,000Stockholders equity

$
311,773


$
379,941


$
360,511


$
348,514


$
345,097Per Share DataEarnings (loss) per share from
    continuing operations:Basic

$
.02


$
(.07
)

$
(.28
)

$
.48


$
(.06
)Diluted

$
.02


$
(.07
)

$
(.28
)

$
.46


$
(.06
)Dividends

$
.22


$
.22


$
.22


$
.22


$
.22           Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations (In thousands, except per share information and where
    noted)  Cautionary
    Statement Concerning Forward Looking Statements
     19




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##### Table of Contents




    general economic or capital market conditions affecting the
    demand for transactional financial printing or the
    Companys other services;
    competition based on pricing and other factors;
    fluctuations in the cost of paper, other raw materials and
    utilities;
    changes in air and ground delivery costs and postal rates and
    regulations;
    seasonal fluctuations in overall demand for the Companys
    services;
    changes in the printing market;
    the Companys ability to integrate the operations of
    acquisitions into its operations;
    the financial condition of the Companys clients;
    the Companys ability to continue to obtain improved
    operating efficiencies;
    the Companys ability to continue to develop services for
    its clients;
    changes in the rules and regulations to which the Company is
    subject;
    changes in the rules and regulations to which the Companys
    clients are subject;
    the effects of war or acts of terrorism affecting the overall
    business climate;
    loss or retirement of key executives or employees; and
    natural events and acts of God such as earthquakes, fires or
    floods.    Overview
   20




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##### Table of Contents



print-on-demand, web-to-print, print-on-demand print-on-demand
    
    Financial Print:  On a full year basis, this
    segment reported revenue of $625.1 million for 2005, a
    $26.3 million, or 4.4%, increase over the prior year.
    Segment profit for 2005 was $78.8 million, a decrease of
    approximately $1.7 million, or 2.1%, as compared to 2004.
    For the fourth quarter of 2005, revenue was $146.7 million,
    an increase of $13.5 million, or 10.2% over the same period
    in 2004. Segment profit for the fourth quarter of 2005 was
    $14.0 million, an increase of approximately
    $4.4 million, or 45.7%, over the fourth quarter of 2004.
    The 2005 full year results were impacted by the increase in
    non-transactional revenue, which includes mutual fund and
    compliance reporting revenue, which increased approximately 18%
    and 12%, respectively, for the full year 2005 as compared to
    2004, and 27% and 17%, respectively, for the fourth quarter of
    2005 as compared to the prior year. Revenue from transactional
    printing for the full year 2005 decreased approximately 8%
    compared to 2004 as a result of slower capital market activity.
    However, positive trends in the capital markets during the
    fourth quarter of 2005 resulted in an increase of 21




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##### Table of Contents



approximately 3.5% in transactional revenue for the fourth
    quarter of 2005 as compared to the same period in 2004.
    Transactional revenue of $74.8 million in the fourth
    quarter of 2005 was the most of any quarter during the year.
    Historically transactional financial printing is the
    Companys most profitable class of service.  
    Marketing and Business Communications:  This
    segment reported revenue of $41.8 million for 2005, a
    $3.1 million, or 8%, increase over 2004, a result of an
    increase in personalized documents and related fulfillment
    services. For the fourth quarter of 2005, revenue increased
    $0.1 million, or 1%, as compared to the same period in
    2004. Segment profit improved by $3.6 million and
    $0.6 million for the full year and fourth quarter,
    respectively, as compared to the same periods in 2004, a result
    of cost-saving initiatives and an increase in revenue from its
    higher-margin digital services. This business segment has
    historically been included as a component of the financial print
    segment. These results do not include the acquisition of the
    Marketing and Business Communications division of Vestcom
    International Inc., which was completed in January 2006.
    Litigation Solutions:  Full year and fourth
    quarter revenue for 2005 decreased $6.7 million, or 20%,
    and $4.6 million, or 43%, respectively, over the same
    periods in 2004, primarily due to the completion of large
    projects in 2004 that were not replaced in 2005. Segment profit
    decreased by approximately $1.6 million compared to the
    full year 2004 and by approximately $2.0 million compared
    to the fourth quarter of 2004. The DecisionQuest Discovery
    Services component of this business was sold in January 2006.
    This business is reflected as a discontinued operation in the
    accompanying consolidated financial statements. All prior period
    results have been reclassified to reflect this presentation.  Items Affecting
    Comparability
      2005


2004


2003Financial Print

$
6,114


$
3,028


$
11,174Marketing and Business
    Communications


415



2,771



1,206Litigation Solutions






394



Corporate/Other


3,881



1,939



2,091Total

$
10,410


$
8,132


$
14,471After tax impact

$
6,933


$
5,040


$
9,811Per share impact

$
0.20


$
0.14


$
0.29    22




---



##### Table of Contents



Results
    of Operations
       23




---



##### Table of Contents



Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
  Financial
    Print
  Years Ended
    December 31,% of





% of


Year Over YearFinancial Print
    Results:

2005


Revenue


2004


Revenue


$ Change


% Change(Dollars in thousands)Revenue:Transactional financial printing

$
249,588



40
%

$
272,095



45
%

$
(22,507
)


(8
)%Compliance reporting


166,592



27



148,318



25



18,274



12Mutual funds


152,785



24



129,222



22



23,563



18Commercial


45,939



7



40,210



7



5,729



14Other


10,224



2



8,918



1



1,306



15Total revenue


625,128



100



598,763



100



26,365



4Cost of revenue


(388,408
)


(62
)


(360,630
)


(60
)


27,778



8Gross margin


236,720



38



238,133



40



(1,413
)


(1
)Selling and administrative


(157,905
)


(25
)


(157,614
)


(26
)


291



0Segment profit

$
78,815



13
%

$
80,519



14
%

$
(1,704
)


(2
)%Other Items:Depreciation

$
(21,235
)


(3
)%

$
(20,853
)


(4
)%

$
382



2
%Restructuring, integration and
    asset impairment charges


(6,114
)


(1
)


(3,028
)


(1
)


3,086



100Gain on sale of building










896



0



(896
)


(100
)          24




---



##### Table of Contents



Marketing
    and Business Communications
  Years Ended
    December 31,


Year Over Year% of





% of





%Marketing and Business
    Communications Results:

2005


Revenue


2004


Revenue


$ Change


Change(Dollars in thousands)Revenue

$
41,806



100
%

$
38,650



100
%

$
3,156



8
%Cost of revenue


(39,930
)


(96
)


(36,937
)


(96
)


2,993



8Gross margin


1,876



4



1,713



4



163



10Selling and administrative


(9,753
)


(23
)


(13,195
)


(34
)


(3,442
)


(26
)Segment loss

$
(7,877
)


(19
)%

$
(11,482
)


(30
)%

$
(3,605
)


(31
)%Other Items:Depreciation

$
(2,612
)


(6
)%

$
(3,336
)


(9
)%

$
(724
)


(22
)%Restructuring, integration, and
    asset impairment charges


(415
)


(1
)


(2,771
)


(7
)


(2,356
)


(85
)        25




---



##### Table of Contents



Litigation
    Solutions
  Years Ended
    December 31,


Year Over Year% of





% of





%Litigation Solutions
    Results:

2005


Revenue


2004


Revenue


$ Change


Change(Dollars in thousands)Revenue

$
27,206



100
%

$
33,938



100
%

$
(6,732
)


(20
)%Cost of revenue


(21,355
)


(78
)


(23,991
)


(71
)


(2,636
)


(11
)Gross margin


5,851



22



9,947



29



(4,096
)


(41
)Selling and administrative


(3,853
)


(14
)


(6,019
)


(18
)


(2,166
)


(36
)Other income


1,271



4



931



3



340



37Segment profit

$
3,269



12
%

$
4,859



14
%


(1,590
)


(33
)Other Items:Depreciation

$
(495
)


(2
)%

$
(484
)


(1
)%

$
11



2
%Restructuring, integration and
    asset impairment charges










(394
)


(1
)


(394
)


(100
)            26




---



##### Table of Contents



Summary
                     27




---



##### Table of Contents



Domestic
    Versus International Results of Operations
    Year Ended
    December 31,2005


2004Domestic (United States)

$
(111
)

$
(4,046
)International


6,177



2,736Income (loss) from continuing
    operations before taxes

$
6,066


$
(1,310
)    28




---



##### Table of Contents



Year
    Ended December 31, 2004 Compared to Year Ended
    December 31, 2003
  Financial
    Print
  Years Ended
    December 31,% of





% of


Year Over YearFinancial Print
    Results:

2004


Revenue


2003


Revenue


$ Change


% Change(Dollars in thousands)Revenue:Transactional financial printing

$
272,095



45
%

$
244,742



44
%

$
27,353



11
%Compliance reporting


148,318



25



142,293



26



6,025



4Mutual funds


129,222



22



125,159



22



4,063



3Commercial


40,210



7



37,128



7



3,082



8Other


8,918



1



6,272



1



2,646



42Total revenue


598,763



100



555,594



100



43,169



8Cost of revenue


(360,630
)


(60
)


(331,156
)


(60
)


29,474



9Gross margin


238,133



40



224,438



40



13,695



6Selling and administrative


(157,614
)


(26
)


(145,290
)


(26
)


12,324



8Segment profit

$
80,519



14
%

$
79,148



14
%

$
1,371



2
%Other Items:Depreciation

$
(20,853
)


(4
)%

$
(23,784
)


(4
)%

$
(2,931
)


(12
)%Restructuring, integration and
    asset impairment charges


(3,028
)


(1
)


(14,471
)


(3
)


(11,443
)


(79
)Gain on sale of building


896



0











896



100          29




---



##### Table of Contents



Marketing
    and Business Communications
  Years Ended
    December 31,% of





% of


Year Over YearMarketing and Business
    Communications Results:

2004


Revenue


2003


Revenue


$ Change


% Change(Dollars in thousands)Revenue

$
38,650



100
%

$
35,262



100
%

$
3,388



10
%Cost of revenue


(36,937
)


(96
)


(36,273
)


(103
)


664



2Gross margin


1,713



4



(1,011
)


(3
)


2,724



269Selling and administrative


(13,195
)


(34
)


(16,248
)


(46
)


(3,053
)


(19
)Segment loss

$
(11,482
)


(30
)%

$
(17,259
)


(49
)%

$
(5,777
)


(33
)%Other Items:Depreciation

$
(3,336
)


(9
)%

$
(3,569
)


(10
)%

$
(233
)


(7
)%Restructuring, integration, and
    asset impairment charges


(2,771
)


(7
)


(1,206
)


(3
)


1,565



130      30




---



##### Table of Contents



Litigation
    Solutions
  Years Ended
    December 31,% of





% of


Year Over YearLitigation Solutions
    Results:

2004


Revenue


2003


Revenue


$ Change


% Change(Dollars in thousands)Revenue

$
33,938



100
%

$
37,535



100
%

$
(3,597
)


(10
)%Cost of revenue


(23,991
)


(71
)


(28,344
)


(75
)


(4,353
)


(15
)Gross margin


9,947



29



9,191



25



756



8Selling and administrative


(6,019
)


(18
)


(5,257
)


(14
)


762



15Other income


931



3



(106
)


(1
)


1,037



978Segment profit

$
4,859



14
%

$
3,828



10
%


1,031



27Other Items:Depreciation

$
(484
)


(1
)%

$
(541
)


2
%

$
(57
)


(11
)%Restructuring, integration and
    asset impairment charges


(394
)


(1
)










394



100           Summary
   31




---



##### Table of Contents



32




---



##### Table of Contents



Domestic
    Versus International Results of Operations
    Year Ended
    December 31,2004


2003Domestic (U.S.)

$
(4,046
)

$
7,002International


2,736



(13,567
)Loss from continuing operations
    before taxes

$
(1,310
)

$
(6,565
)       2006
    Outlook
    Full Year 2006Revenues:


$755 to $840 millionFinancial Print


$600 to $660 millionMarketing and Business
    Communications


$130 to $150 millionLitigation Solutions


$25 to $30 millionSegment Profit:Financial Print


$75 to $95 millionMarketing and Business
    Communications


$2 to $9 millionLitigation Solutions


$3 to $5 millionCorporate/Other:Corporate expenses


$17 to $20 millionIntegration, restructuring and
    impairment charges


$12 to $16 millionDepreciation and amortization


$28 to $30 millionInterest expense


$5 millionDiluted earnings per share from
    continuing operations


$0.29 to $0.67Diluted earnings per share from
    continuing operations, excluding integration, restructuring and
    impairment charges


$0.50 to $0.95Diluted shares


33.3 millionCapital expenditures (including
    $3 million related to the New York City office relocation)


$25 to $29 million  33




---



##### Table of Contents



Liquidity
    and Capital Resources
  Liquidity and Cash Flow
    information:

2005


2004


2003Working capital

$
231,306


$
150,912


$
86,912Current ratio


2.66 to 1



1.96 to 1



1.49 to 1Net cash provided by operating
    activities

$
17,806


$
16,142


$
18,189Net cash provided by (used in)
    investing activities

$
51,170


$
125,919


$
(23,188
)Net cash used in financing
    activities

$
(33,359
)

$
(97,849
)

$
(10,872
)Capital expenditures

$
(40,250
)

$
(17,962
)

$
(13,736
)Proceeds from the sale of
    subsidiaries (The amount for 2005 includes the proceeds received
    from the sale of the Lionbridge common stock)

$
164,282


$
167,264



Acquisitions, net of cash acquired





$
(3,500
)


Average days sales outstanding


70



65



64       10b5-1 Rule 10b5-1
 34




---



##### Table of Contents



3-year
    8-K
  Cash
    Flows
  Year-to-date
   35




---



##### Table of Contents



Contractual
    Obligations, Commercial Commitments, and Off-Balance Sheet
    Arrangements
          Payments Due by YearContractual
    Obligations

Total


2006


2007


2008


2009


2010


ThereafterLong-term debt obligations(1)

$
75,750


$
200


$
550


$
75,000


$



$



$
Operating lease
    obligations(2) (3) (4)


229,294



22,805



22,903



19,598



16,521



13,608



133,859Capital lease obligations


780



252



272



199



35



22Synthetic lease obligation(5)


9,821



2,455



7,366















Unconditional purchase
    obligations(6)


22,278



10,410



5,868



6,000











Total contractual cash obligations

$
337,923


$
36,122


$
36,959


$
100,797


$
16,556


$
13,630


$
133,859  36




---



##### Table of Contents



(1)
    
    The debt payment information presented above assumes that the
    Companys convertible subordinated debentures issued in
    September 2003 will either be redeemed by the Company or
    repurchased from the holders in October 2008, the earliest date
    upon which redemption or repurchase may occur. Refer to
    Note 12 to the Consolidated Financial Statements for
    additional information regarding the redemption and repurchase
    provisions of the debentures.(2)
    
    The operating lease obligations shown in the table have not been
    reduced by minimum non-cancelable sublease rentals aggregating
    approximately $3.4 million. The Company remains secondarily
    liable under these leases in the event that the sub-lessee
    defaults under the sublease terms. The Company does not believe
    that material payments will be required as a result of the
    secondary liability provisions of the primary lease agreements.(3)
    
    The operating lease obligations shown in the table include the
    minimum annual rental commitments related to the
    20-year
    lease entered into in February 2005 pertaining to the
    Companys relocation of its primary New York City
    offices from 345 Hudson Street to 55 Water Street, which
    commenced in January 2006.(4)
    
    The operating lease obligations shown in the table include the
    minimum annual rental commitments related to the
    15-year
    lease entered into in February 2006 pertaining to the
    Companys relocation of its customer service center and
    offices currently located at 60 Queen Victoria Street, London,
    England to 1 London Wall, London England. The rent commencement
    date is February 1, 2009 and the base rent is approximately
    £643,500 per year (approximately US$1.1 million
    per year at current exchange rates).(5)
    
    The synthetic lease payments indicated in the table assume that
    the Company would exercise its option to purchase the equipment
    at the end of the lease for approximately $6.3 million,
    which represents the estimated residual value of the equipment
    at the end of the lease.(6)
    
    Unconditional purchase obligations primarily represent
    commitments for services ($15,621) and capital expenditures
    ($6,657). Capital expenditures include approximately
    $3.2 million related to separation and build out costs
    pertaining to the relocation of the Companys London
    facilities, which are expected to be incurred during the first
    half of 2006 and approximately $3.0 million related to
    remaining capital expenditures associated with the New York City
    office relocation.         37




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
      Accounting for Goodwill and Intangible
    Assets
  and/or
   38




---



##### Table of Contents



Revenue Recognition
  Allowance for Doubtful Accounts
 39




---



##### Table of Contents



Accounting for Income Taxes
        Accounting for Pensions
   40




---



##### Table of Contents



Restructuring Accrual EITF 94-3 EITF 94-3,
  Recent
    Accounting Pronouncements
      Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk   41




---



##### Table of Contents



Interest
    Rate Risk
      Foreign
    Exchange Rates
    Equity
    Price Risk
   42




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   43




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Years Ended
    December 31,2004


2003Restated


Restated2005


See Note 2


See Note 2(In thousands, except per share
    information)Revenue

$
694,140


$
671,351


$
628,391Expenses:Cost of revenue


(449,764
)


(421,707
)


(395,998
)Selling and administrative


(190,629
)


(198,742
)


(182,227
)Depreciation


(26,120
)


(25,855
)


(29,688
)Amortization


(940
)


(730
)


(715
)Restructuring charges, integration
    costs and asset impairment charges


(10,410
)


(8,132
)


(14,471
)Gain on sale of building






896



(677,863
)


(654,270
)


(623,099
)Operating income


16,277



17,081



5,292Interest expense


(5,160
)


(10,436
)


(11,200
)Loss on extinguishment of debt






(8,815
)


(Loss) gain on sale of marketable
    securities


(7,890
)






1,022Other income (expense), net


2,839



860



(1,679
)Income (loss) from continuing
    operations before income taxes


6,066



(1,310
)


(6,565
)Income tax expense


(5,292
)


(1,052
)


(2,709
)Income (loss) from continuing
    operations


774



(2,362
)


(9,274
)Discontinued operations:Gain on sale of subsidiary, net of
    tax


671



32,054



Loss from discontinued operations,
    net of tax


(2,049
)


(2,468
)


(2,786
)Net (loss) income from
    discontinued operations


(1,378
)


29,586



(2,786
)Net (loss) income

$
(604
)

$
27,224


$
(12,060
)Earnings (loss) per share from
    continuing operations:Basic

$
.02


$
(.07
)

$
(.28
)Diluted

$
.02


$
(.07
)

$
(.28
)(Loss) earnings per share from
    discontinued operations:Basic

$
(.04
)

$
.83


$
(.08
)Diluted

$
(.04
)

$
.83


$
(.08
)Total (loss) earnings per
    share:Basic

$
(.02
)

$
.76


$
(.36
)Diluted

$
(.02
)

$
.76


$
(.36
)    44




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  December 31,2004Restated2005


See Note 2(In thousands, except share
    information)ASSETSCurrent assets:Cash and cash equivalents

$
96,839


$
51,557Marketable securities


90,675



20,371Accounts receivable, less
    allowances of $9,274 (2005) and $9,327 (2004)


126,847



111,857Inventories


25,957



20,559Prepaid expenses and other current
    assets


28,862



22,030Assets held for sale


1,227



81,925Total current assets


370,407



308,299Property, plant and equipment at
    cost, less accumulated depreciation of $256,593 (2005) and
    $268,457 (2004)


108,260



95,275Other noncurrent assets:Goodwill


36,205



36,187Intangible assets, less accumulated
    amortization of $2,385 (2005) and $1,445 (2004)


14,955



15,028Deferred income taxes


20,823



24,016Other


12,598



14,342Assets held for sale






168,748Total assets

$
563,248


$
661,895LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    and other short-term borrowings

$
452


$
200Accounts payable


31,705



31,638Employee compensation and benefits


43,229



48,565Accrued expenses and other
    obligations


63,575



38,985Liabilities held for sale


140



37,999Total current liabilities


139,101



157,387Other liabilities:Long-term debt  net
    of current portion


76,078



75,800Deferred employee compensation and
    other


36,296



44,475Liabilities held for sale






4,292Total liabilities


251,475



281,954Commitments and contingenciesStockholders equity:Preferred stock:Authorized 1,000,000 shares,
    par value $.01 Issuable in series  none issued






Common stock:Authorized 60,000,000 shares,
    par value $.01 Issued and outstanding 41,913,467 shares
    (2005) and 41,444,817 shares (2004)


419



414Additional paid-in capital


85,721



79,550Retained earnings


341,760



349,750Treasury stock, at cost
    9,842,404 shares (2005) and 7,781,468 shares
    (2004)


(113,652
)


(85,620
)Accumulated other comprehensive
    (loss) income, net


(2,475
)


35,847Total stockholders equity


311,773



379,941Total liabilities and
    stockholders equity

$
563,248


$
661,895    45




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years Ended
    December 31,2004


2003Restated


Restated2005


See Note 2


See Note 2(In thousands)Cash flows from operating
    activities:Net (loss) income

$
(604
)

$
27,224


$
(12,060
)Adjustments to reconcile net (loss)
    income to net cash provided by operating activities:Net loss from discontinued
    operations


2,049



2,468



2,786Gain on sale of subsidiaries, net
    of tax


(671
)


(32,054
)


Depreciation


26,120



25,855



29,688Amortization


940



730



715Asset impairment charges


3,523



470



890Gain on sale of building






(896
)


Loss (gain) on sale of marketable
    securities


7,890







(1,022
)Loss on extinguishment of debt






8,815



Provision for doubtful accounts


812



1,688



3,700(Gain) loss on disposal of fixed
    assets


(21
)


451



44Noncash stock compensation


1,171



3,038



838Deferred income tax provision


(3,147
)


2,357



(1,494
)Tax benefit of stock option
    exercises


1,075



3,382



643Other


(2,629
)


(2,374
)


(1,777
)Changes in other assets and
    liabilities, net of acquisitions, and certain non-cash
    transactions:Accounts receivable


(14,937
)


(10,315
)


(8,104
)Inventories


(5,399
)


(557
)


(1,062
)Prepaid expenses and other current
    assets


1,646



(5,009
)


4,957Accounts payable


67



6,165



(1,959
)Employee compensation and benefits


(13,403
)


(4,295
)


17,101Accrued expenses and other
    obligations


14,777



1,140



(650
)Net cash used in operating
    activities of discontinued operations


(1,453
)


(12,141
)


(15,045
)Net cash provided by operating
    activities


17,806



16,142



18,189Cash flows from investing
    activities:Purchase of property, plant and
    equipment


(40,250
)


(17,962
)


(13,736
)Purchase of marketable securities


(154,272
)


(20,280
)


Proceeds from sales of marketable
    securities


139,357







324Proceeds from the sale of fixed
    assets


232



109



632Proceeds from the sale of
    subsidiaries, net


108,910



167,264



Acquisition of businesses, net of
    cash acquired






(3,500
)


Proceeds from sale of building






6,731



Net cash used in investing
    activities of discontinued operations


(2,807
)


(6,443
)


(10,408
)Net cash provided by (used in)
    investing activities


51,170



125,919



(23,188
)Cash flows from financing
    activities:Proceeds from borrowings, net of
    financing costs


33,503



150,440



313,084Payment of debt


(34,350
)


(222,048
)


(320,814
)Proceeds from stock options
    exercised


9,868



22,326



4,551Payment of dividends


(7,386
)


(7,733
)


(7,416
)Purchase of treasury stock


(33,970
)


(40,180
)


Net cash used in financing
    activities of discontinued operations


(1,024
)


(654
)


(277
)Net cash used in financing
    activities


(33,359
)


(97,849
)


(10,872
)Net increase (decrease) in cash and
    cash equivalents


35,617



44,212



(15,871
)Cash and Cash
    Equivalents  Beginning of year


61,222



17,010



32,881Cash and Cash
    Equivalents  End of year

$
96,839


$
61,222


$
17,010      46




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
  Years Ended December 31,
    2005, 2004, and 2003AccumulatedOtherAdditional





ComprehensiveCommon


Paid-In


Retained


Income


TreasuryStock


Capital


Earnings


(Loss)


Stock


Total(In thousands, except per share
    information)Balance at December 31,
    2002 (As previously reported)

$
401


$
53,881


$
340,842


$
170


$
(57,920
)

$
337,374Restatement adjustment






3,384



8,893











12,277Balance at December 31,
    2002 (As restated, see Note 2)

$
401


$
57,265


$
349,735


$
170


$
(57,920
)

$
349,651Comprehensive income (loss):Net loss (restated)










(12,060
)










(12,060
)Foreign currency translation
    adjustment (restated)














25,290







25,290Minimum pension liability
    adjustment (net of tax effect)














(441
)






(441
)Unrealized gains on securities:Unrealized holding gains arising
    during the period














25







25Income tax expense related to
    unrealized holding gains














(11
)






(11
)Reclassification adjustment for
    realized holding gains on certain investments during the year
    (net of tax effect)














(560
)






(560
)Comprehensive income (restated)






















12,243Cash dividends ($.22 per share)










(7,416
)










(7,416
)Noncash stock compensation






649











189



838Exercise of stock options


2



2,352











2,197



4,551Tax benefit of stock option
    exercises (restated)






643















643Balance at December 31,
    2003 (Restated, see Note 2)

$
403


$
60,909


$
330,259


$
24,473


$
(55,534
)

$
360,510Comprehensive income (loss):Net income (restated)










27,224











27,224Foreign currency translation
    adjustment (restated)














11,802







11,802Minimum pension liability
    adjustment (net of tax effect)














(435
)






(435
)Unrealized gains on securities:Unrealized holding gains arising
    during the period














12







12Income tax expense related to
    unrealized holding gains














(5
)






(5
)Comprehensive income (restated)






















38,598Cash dividends ($.22 per share)










(7,733
)










(7,733
)Purchase of treasury stock


















(40,180
)


(40,180
)Noncash stock compensation






1,863











1,175



3,038Deferred stock compensation






(862
)










862



Exercise of stock options


11



14,258











8,057



22,326Tax benefit of stock option
    exercises (restated)






3,382















3,382Balance at December 31,
    2004 (Restated, see Note 2)

$
414


$
79,550


$
349,750


$
35,847


$
(85,620
)

$
379,941Comprehensive loss:Net loss










(604
)










(604
)Foreign currency translation
    adjustment














(14,530
)






(14,530
)Minimum pension liability
    adjustment (net of tax effect)














(1,175
)






(1,175
)Comprehensive loss






















(16,309
)Reclassification adjustment for the
    recognized foreign currency translation gains relating to the
    sale of subsidiary














(22,617
)






(22,617
)Cash dividends ($.22 per share)










(7,386
)










(7,386
)Purchase of treasury stock


















(33,970
)


(33,970
)Noncash stock compensation






272











899



1,171Deferred stock compensation






(994
)










994



Exercise of stock options


5



5,818











4,045



9,868Tax benefit of stock option
    exercises






1,075















1,075Balance at December 31,
    2005

$
419


$
85,721


$
341,760


$
(2,475
)

$
(113,652
)

$
311,773    47




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    BOWNE & CO., INC. AND SUBSIDIARIES

(In thousands, except share and per share information and
    where noted)



Note 1  Summary
    of Significant Accounting Policies



A summary of the significant accounting policies the Company
    followed in the preparation of the accompanying financial
    statements is set forth below:



Principles
    of Consolidation



The consolidated financial statements include the accounts of
    the Company and its wholly-owned subsidiaries. The
    Companys investment in a 50% owned joint venture is
    accounted for under the equity method, whereby the investment in
    the entity is reported in other assets in the Consolidated
    Balance Sheet and the Companys percentage share of the
    earnings or losses from the joint venture is recorded as other
    income (expense) in the Consolidated Statement of Operations.
    All intercompany accounts and transactions are eliminated in
    consolidation.



Revenue
    Recognition



The Company recognizes revenue in accordance with SEC Staff
    Accounting Bulletin No. 104, Revenue
    Recognition, which requires that (i) persuasive
    evidence of an arrangement exists, (ii) delivery has
    occurred or services have been rendered, (iii) the sales
    price is fixed or determinable, and (iv) collectibility is
    reasonably assured. The Company recognizes revenue related to
    its financial print segment and marketing and business
    communications segment when services are completed or when the
    printed documents are shipped to customers. Revenue for
    completed but unbilled projects is recognized based on the
    Companys historical standard pricing for type of service
    and is adjusted to actual when billed. The Company recognizes
    revenue from services provided in its litigation solutions
    services segment as the services are performed for time and
    material projects or when projects are completed for fixed fee
    arrangements. Software subscription revenue from the litigation
    solutions segment is paid in advance and recorded as deferred
    revenue and recognized over the life of the contract, generally
    one year.



The Company records an allowance for doubtful accounts based on
    its estimates derived from historical experience. The allowance
    is made up of specific reserves, as deemed necessary, on client
    account balances, and a reserve based upon our historical
    experience.



Inventories



Raw materials inventories are valued at the lower of cost or
    market. Cost of work-in-process is determined by using purchase
    cost
    (first-in,
    first-out method) for materials and standard costs for labor,
    which approximate actual costs.

48




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Property,
    Plant and Equipment
    December 31,2005


2004Land and buildings

$
61,929


$
61,440Machinery and plant equipment


70,849



70,824Computer equipment and software


119,897



139,288Furniture, fixtures and vehicles


42,912



36,841Leasehold improvements


69,266



55,339364,853



363,732Less accumulated depreciation


(256,593
)


(268,457
)Net

$
108,260


$
95,275       Buildings

10-40 yearsMachinery and plant equipment

3-12
    1/2 yearsComputer equipment and software

2-5 yearsFurniture and fixtures

3-12
    1/2 yearsLeasehold improvements

Shorter of useful life or term of
    lease   No. 98-1, SOP No. 98-1
  Intangible
    Assets
    Customer relationships

11-12 yearsCovenants
    not-to-compete

5-7 years   non-amortizable
 49




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Stock-Based
    Compensation
    Years Ended
    December 31,2004


2003Restated


Restated2005


See Note 2


See Note 2Income (loss) from continuing
    operations:As reported

$
774


$
(2,362
)

$
(9,274
)Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related pro forma tax effects


(1,199
)


(2,100
)


(2,113
)Pro forma loss from continuing
    operations

$
(425
)

$
(4,462
)

$
(11,387
)As reported earnings (loss) per
    share from continuing operations:Basic

$
.02


$
(.07
)

$
(.28
)Diluted

$
.02


$
(.07
)

$
(.28
)Pro forma loss per share from
    continuing operations:Basic

$
(.01
)

$
(.12
)

$
(.34
)Diluted

$
(.01
)

$
(.12
)

$
(.34
)   Years Ended
    December 31,2004


2003Restated


Restated2005


See Note 2


See Note 2(Loss) income from discontinued
    operations:As reported

$
(1,378
)

$
29,586


$
(2,786
)Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related pro forma tax effects






(237
)


(178
)Pro forma (loss) income from
    discontinued operations

$
(1,378
)

$
29,349


$
(2,964
)As reported (loss) earnings per
    share from discontinued operations:Basic

$
(.04
)

$
.83


$
(.08
)Diluted

$
(.04
)

$
.83


$
(.08
)Pro forma (loss) earnings per
    share from discontinued operations:Basic

$
(.04
)

$
.82


$
(.09
)Diluted

$
(.04
)

$
.82


$
(.09
)   50




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
  Years Ended
    December 31,2004


2003Restated


Restated2005


See Note 2


See Note 2Net (loss) income:As reported

$
(604
)

$
27,224


$
(12,060
)Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related pro forma tax effects


(1,199
)


(2,337
)


(2,291
)Pro forma net (loss) income

$
(1,803
)

$
24,887


$
(14,351
)As reported (loss) earnings per
    share:Basic

$
(.02
)

$
.76


$
(.36
)Diluted

$
(.02
)

$
.76


$
(.36
)Pro forma (loss) earnings per
    share:Basic

$
(.05
)

$
.70


$
(.43
)Diluted

$
(.05
)

$
.70


$
(.43
)     2005


2004


2003Stock options from continuing
    operations

Grants


Grants


GrantsExpected dividend yield


1.5
%


1.4
%


1.6
%Expected stock price volatility


33.9
%


34.9
%


34.2
%Risk-free interest rate


4.3
%


3.6
%


2.5
%Expected life of options


5 years



5 years



3 yearsWeighted-average fair value

$
4.20


$
4.66


$
3.03   2005


2004


2003Stock options from discontinued
    operations

Grants


Grants


GrantsExpected dividend yield






1.4
%


1.6
%Expected stock price volatility






31.8
%


33.7
%Risk-free interest rate






2.8
%


2.3
%Expected life of options






3 years



3 yearsWeighted-average fair value





$
3.30


$
2.88     Income
    Taxes
   51




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Earnings
    (Loss) Per Share
  No. 04-08, EITF 04-08
    Years Ended
    December 31,2005


2004


2003Average shares
    outstanding  basic


34,250,598



35,897,782



33,735,795Potential dilutive effect of stock
    options and deferred stock units


448,501



897,346



1,411,159Average shares
    outstanding  diluted


34,699,099



36,795,128



35,146,954   Foreign
    Currency Translation
    Fair
    Value of Financial Instruments
    Use of
    Estimates
   52




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Comprehensive
    Income
    Segment
    Information
    Recent
    Accounting Pronouncements
     53




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Note 2  Restatement
    of 2004 and 2003 Consolidated Financial Statements
      Form 10-K,
  Effects
    on Consolidated Balance Sheet at December 31,
    2004:
  As Reclassifiedto ReflectAs Previously


Discontinued


AsReported


Operations


RestatedPrepaid expenses and other current
    assets

$
36,525


$
28,702


$
22,030Assets held for sale






82,580



81,925Total current assets


315,626



316,742



308,299Noncurrent deferred income tax
    assets


9,403



9,893



24,016Noncurrent assets held for sale






169,374



168,748Total assets


654,609



654,609



661,895Accrued expenses and other
    obligations


55,424



39,428



38,985Liabilities held for sale






37,774



37,999Total current liabilities


157,605



157,605



157,387Deferred employee compensation and
    other noncurrent liabilities


47,245



44,475



44,475Noncurrent liabilities held for
    sale






5,048



4,292Total liabilities


281,812



282,928



281,954Additional paid-in capital


75,368



75,368



79,550Retained earnings


345,448



345,448



349,750Accumulated other comprehensive
    income, net


37,187



37,187



35,847Total stockholders equity


372,797



372,797



379,941Total liabilities and
    stockholders equity

$
654,609


$
654,609


$
661,895  54




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Effects
    on Consolidated Statement of Operations for the year ended
    December 31, 2004:
  As Reclassifiedto ReflectAs Previously


Discontinued


AsReported


Operations


RestatedLoss from continuing operations
    before income taxes

$
(9,511
)

$
(1,310
)

$
(1,310
)Income tax benefit (expense)


1,313



(1,730
)


(1,052
)Loss from continuing operations


(8,198
)


(3,040
)


(2,362
)Gain on sale of subsidiary, net of
    tax


31,552



31,552



32,054Income (loss) from discontinued
    operations, net of tax


4,150



(1,008
)


(2,468
)Net income from discontinued
    operations


35,702



30,544



29,586Net income

$
27,504


$
27,504


$
27,224Loss per share from continuing
    operations:Basic

$
(.23
)

$
(.08
)

$
(.07
)Diluted

$
(.23
)

$
(.08
)

$
(.07
)Earnings per share from
    discontinued operations:Basic

$
1.00


$
.85


$
.83Diluted

$
1.00


$
.85


$
.83Total earnings per share:Basic

$
.77


$
.77


$
.76Diluted

$
.77


$
.77


$
.76   Effects
    on Consolidated Statement of Operations for the year ended
    December 31, 2003:
  As Reclassifiedto ReflectAs Previously


Discontinued


AsReported


Operations


RestatedLoss from continuing operations
    before income taxes

$
(10,283
)

$
(6,565
)

$
(6,565
)Income tax benefit (expense)


729



943



(2,709
)Loss from continuing operations


(9,554
)


(5,622
)


(9,274
)Net income (loss) from
    discontinued operations


1,805



(2,127
)


(2,786
)Net loss

$
(7,749
)

$
(7,749
)

$
(12,060
)Loss per share from continuing
    operations:Basic

$
(.28
)

$
(.17
)

$
(.28
)Diluted

$
(.28
)

$
(.17
)

$
(.28
)Earnings (loss) per share from
    discontinued operations:Basic

$
.05


$
(.06
)

$
(.08
)Diluted

$
.05


$
(.06
)

$
(.08
)Total loss per share:Basic

$
(.23
)

$
(.23
)

$
(.36
)Diluted

$
(.23
)

$
(.23
)

$
(.36
)  55




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     Note 3.
    Discontinued
    Operations    December 31,2004Cash and marketable securities

$
9,671Accounts receivable, net


62,804Prepaid expenses and other current
    assets


6,693Property and equipment, net


20,401Goodwill and intangible assets, net


144,074Other noncurrent assets


1,465Total assets held for sale

$
245,108Long-term debt and other
    short-term borrowings

$
729Accounts payable and accrued
    expenses


36,589Deferred taxes and other


3,130Long-term
    debt  net of current portion


1,162Total liabilities held for sale

$
41,610     Years Ended
    December 31,2005


2004


2003Revenue

$
165,350


$
222,973


$
219,245Income (loss) from discontinued
    operations before income taxes

$
6,695


$
(5,801
)

$
(3,702
)Gain on sale of discontinued
    operations before income taxes


4,054







Income (loss) from discontinued
    operations before income taxes

$
10,749


$
(5,801
)

$
(3,702
)  56




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     Form 10-K
    Years Ended
    December 31,2004


2003Revenue

$
197,009


$
213,957Income from discontinued
    operations before income taxes

$
6,728


$
4,606Gain on sale of discontinued
    operations before income taxes


49,801



Income from discontinued
    operations before income taxes

$
56,529


$
4,606       Years Ended
    December 31,2005


2004


2003Revenue

$
1,805


$
4,686


$
3,227Loss from discontinued operations
    before income taxes

$
(3,045
)

$
(2,400
)

$
(1,483
)    57




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     December 31,


December 31,2005


2004Accounts receivable, net

$
727


$
2,519Prepaid expenses and other current
    assets


86



240Property and equipment, net


163



345Goodwill and intangible assets, net


251



2,461Total assets held for sale

$
1,227


$
5,565Accounts payable and accrued
    expenses

$
140


$
681Total liabilities held for sale

$
140


$
681     Note 4  Acquisition
    Note 5  Cash
    and Cash Equivalents
    Note 6  Marketable
    Securities
  available-for-sale. Available-for-sale
   58




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Note 7 Inventories
    December 31,2005


2004Raw materials

$
3,500


$
3,615Work-in-process


22,457



16,944$
25,957


$
20,559   Note 8  Goodwill
    and Intangible Assets
      MarketingFinancial


and Business


LitigationPrint


Communications


Solutions


Total(In thousands)Balance at January 1, 2004

$
13,701


$
2,615


$
17,757


$
34,073Goodwill associated with
    Tri-Coastal acquisition










1,913



1,913Foreign currency translation
    adjustment


201











201Balance at December 31, 2004

$
13,902


$
2,615


$
19,670


$
36,187Adjustments to previously recorded
    purchase price










(157
)


(157
)Foreign currency translation
    adjustment


175











175Balance at December 31, 2005

$
14,077


$
2,615


$
19,513


$
36,205  59




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     December 31, 2005


December 31, 2004Accumulated





AccumulatedGross Amount


Amortization


Gross Amount


Amortization(In thousands)Amortizable intangible assets:Customer lists

$
4,555


$
1,057


$
4,555


$
652Covenants not-to-compete


3,026



1,328



3,026



793Unamortizable intangible assets:Trade name


1,900







1,900



Intangible asset related to
    minimum pension liability


7,859







6,992



$
17,340


$
2,385


$
16,473


$
1,445     2006

$
9402007

$
9102008

$
5802009

$
5802010

$
580   Note 9  Gain
    on Sale of Assets
    Note 10  Accrued
    Restructuring, Integration, and Asset Impairment
    Charges
     60




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
         SeveranceandPersonnel-


Occupancy


AssetRelated Costs


Costs


Impairments


TotalFinancial print

$
3,464


$
1,212


$
1,438


$
6,114Marketing and Business
    Communications


415











415Corporate/Other


1,796







2,085



3,881Total

$
5,675


$
1,212


$
3,523


$
10,410     SeveranceandPersonnel-


OccupancyRelated Costs


Costs


Other


TotalBalance at January 1, 2003

$
3,458


$
1,050


$
28


$
4,5362003 expenses


8,339



4,335



907



13,581Paid in 2003


(9,870
)


(1,350
)


(609
)


(11,829
)Balance at December 31, 2003


1,927



4,035



326



6,2882004 expenses


2,271



3,550



1,841



7,662Paid in 2004


(3,089
)


(2,358
)


(2,140
)


(7,587
)Balance at December 31, 2004


1,109



5,227



27



6,3632005 expenses


5,675



1,212







6,887Paid in 2005


(2,761
)


(1,443
)


(27
)


(4,231
)Balance at December 31, 2005

$
4,023


$
4,996


$



$
9,019  61




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     Note 11  Income
    Taxes
    Years Ended
    December 31,2004


20032005


Restated


RestatedCurrent:U.S. federal

$
7,281


$
(129
)

$
1,896Foreign


584



172



873State and local


574



(1,348
)


1,434$
8,439


$
(1,305
)

$
4,203Deferred:U.S. federal

$
(4,353
)

$
2,068


$
1,266Foreign


2,034



(105
)


(2,928
)State and local


(828
)


394



168$
(3,147
)

$
2,357


$
(1,494
)     Years Ended
    December 31,2004


20032005


Restated


RestatedContinuing operations

$
5,292


$
1,052


$
2,709Discontinued operations


9,082



18,743



2,207$
14,374


$
19,795


$
4,916     Years Ended
    December 31,2005


2004


2003Domestic (United States)

$
1,454


$
(2,009
)

$
5,358International


4,612



699



(11,923
)Total income (loss) from
    continuing operations before taxes

$
6,066


$
(1,310
)

$
(6,565
)     Years Ended
    December 31,2004


20032005


Restated


RestatedContinuing operations

$
9,258


$
7,030


$
3,193Discontinued operations


1,367



3,534



2,318$
10,625


$
10,564


$
5,511  62




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     Years Ended
    December 31,2004


20032005


Restated


RestatedIncome tax expense (benefit) based
    upon U.S. statutory tax rate

$
2,123


$
(458
)

$
(2,298
)State income tax (benefit) expense


(166
)


(621
)


1,041Effect of foreign taxes (including
    change in valuation allowance)


776



(178
)


1,895Non-deductible meals and
    entertainment expenses


1,904



1,943



1,759Other, net


655



366



312Total income tax expense
    attributable to continuing operations

$
5,292


$
1,052


$
2,709    63




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     20042005


RestatedDeferred tax assets:Operating loss carry-forwards

$
5,155


$
6,578Deferred compensation and benefits


17,756



15,940Allowance for doubtful accounts


3,189



3,043Property, plant and equipment


2,834



558Tax credits


3,828



3,828Accrued expenses


7,547



3,947Other, net


2,761



3,629Gross deferred tax assets


43,070



37,523Deferred tax liabilities:Lease obligations


(3,585
)


(4,314
)Intangible assets


(4,124
)


(4,497
)Gross deferred tax liabilities


(7,709
)


(8,811
)Deferred tax asset valuation
    allowance


(1,733
)


(353
)Net deferred tax asset

$
33,628


$
28,359     2005


2004Current deferred tax asset
    included in other current assets

$
12,805


$
4,343Noncurrent deferred tax asset


20,823



24,016$
33,628


$
28,359      64




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Note 12  Debt
    December 31,2005


2004Convertible subordinated debentures

$
75,000


$
75,000Other


1,530



1,000$
76,530


$
76,000          65




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
          Note 13  Employee
    Benefit Plans
  Pension
    Plans
   66




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     Pension


SERPYears Ended
    December 31,


Years Ended
    December 31,2005


2004


2003


2005


2004


2003Service cost

$
6,361


$
5,888


$
6,017


$
418


$
370


$
654Interest cost


6,792



6,157



5,933



1,429



1,741



1,632Expected return on plan assets


(7,315
)


(5,708
)


(4,076
)










Amortization of transition (asset)
    liability


(321
)


(321
)


(321
)


101



101



101Amortization of prior service cost


318



318



318



1,541



1,511



1,350Amortization of actuarial loss


508



258



1,070



873



825



425Net periodic cost of defined
    benefit plans


6,343



6,592



8,941



4,362



4,548



4,162Union plans


358



362



295











Other retirement plans


1,458



1,297



1,003











Total cost

$
8,159


$
8,251


$
10,239


$
4,362


$
4,548


$
4,162     Pension Plan


SERPDecember 31,


December 31,2005


2004


2005


2004Projected benefit obligation at
    beginning of year

$
115,863


$
109,325


$
26,910


$
28,103Service cost


6,361



5,888



418



370Interest cost


6,792



6,157



1,429



1,741Amendments










236



1,132Actuarial loss (gain)


5,721



(2,049
)


454



2,434Benefits paid


(7,693
)


(3,458
)


(6,399
)


(6,870
)Projected benefit obligation at
    end of year


127,044



115,863



23,048



26,910Fair value of plan assets at
    beginning of year


85,636



63,236







Actual return on plan assets


6,762



7,548







Other






58







Employer contributions


12,250



18,252



6,399



6,870Benefits paid


(7,693
)


(3,458
)


(6,399
)


(6,870
)Fair value of plan assets at end
    of year


96,955



85,636







Unfunded status


(30,089
)


(30,227
)


(23,048
)


(26,910
)Unrecognized net transition
    (asset) obligation


(1,237
)


(1,558
)


132



233Unrecognized prior service cost


2,646



2,965



5,081



6,387Unrecognized net actuarial loss


22,784



17,016



8,247



8,666Net accrued cost

$
(5,896
)

$
(11,804
)

$
(9,588
)

$
(11,624
)  67




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
       Pension Plan


SERPDecember 31,


December 31,2005


2004


2005


2004Accrued benefit liability

$
(10,325
)

$
(12,176
)

$
(19,595
)

$
(22,873
)Intangible asset for minimum
    pension liability


2,646



372



5,213



6,620Accumulated other comprehensive
    loss


1,097







2,948



2,870Deferred income tax asset


686







1,846



1,759Net amount recognized

$
(5,896
)

$
(11,804
)

$
(9,588
)

$
(11,624
)       Pension Plan


SERPYears Ended


Years EndedDecember 31,


December 31,2005


2004


2003


2005


2004


2003Discount rate


5.75
%


6.00
%


6.25
%


5.75
%


6.00
%


6.25
%Projected future salary increase


4.00
%


4.00
%


4.00
%


4.00
%


4.00
%


4.00
%     Pension Plan


SERPYears Ended


Years EndedDecember 31,


December 31,2005


2004


2003


2005


2004


2003Discount rate


6.0
%


6.25
%


6.5
%


6.0
%


6.25
%


6.5
%Projected future salary increase


4.0
%


4.0
%


4.0
%


4.0
%


4.0
%


4.0
%Expected long-term rate of return
    on plan assets


8.5
%


8.5
%


8.5
%


N/A



N/A



N/A    68




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
          December 31,Asset Category

2005


2004Equity securities


80
%


77
%Fixed income securities


19



21Other


1



2Total


100
%


100
%     net-of-fees 5-year net-of-fees 5-year
     69




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
      Asset Classes

RangesEquities


65 - 85
%Domestic


55 - 75
%Large Cap Core


28 - 38
%Large Cap Value


15 - 25
%Small Cap


10 - 20
%International


5 - 15
%Fixed Income


15 - 35
%Alternatives


5 - 15
%       
    Option trading is limited to writing covered options.
    Letter stock.
    Bowne & Co., Inc. common stock.
    Commodities.
    Direct real estate or mortgages.
    Security loans.
    Risky or volatile derivative securities as commonly defined by
    the financial industry.
    Manager portfolios may hold no greater than two times (2X) their
    respective index sector weights, up to a maximum of 30%.
    No position greater than two (2) weeks average
    trading volume.
    No more than 4.99% of the outstanding shares of any company may
    be owned in the portfolio.
    Unless authorized in specific manager guidelines, managers may
    not sell securities short, buy securities on margin, buy private
    or direct placements or restricted securities, borrow money or
    pledge assets, nor buy or sell commodities or annuities.   70




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
        Year

Pension Plan


SERP2006

$
6,457


$
8,2632007


4,943



2,1362008


5,469



1,3392009


4,763



8122010


7,683



5552011 - 2015


50,728



3,983   Defined
    Contribution Plans
      Health
    Plan
   71




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Note 14  Deferred
    Employee Compensation and Other
    December 31,2005


2004Pension and other retirement
    costs, long-term

$
10,325


$
12,176Supplemental retirement, long-term


11,298



16,535Deferred compensation and other
    long-term benefits


11,148



9,459Accrued restructuring, long-term


1,265



4,245Other


2,260



2,060$
36,296


$
44,475   Note 15  Commitments
    and Contingencies
  Lease
    commitments
      short-term
  2006

$
22,8052007


22,9032008


19,5982009


16,5212010


13,6082011 - 2026


133,859Total

$
229,294   20-year
 72




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
    15-year
    Purchase
    Commitments
      Contingencies
    Note 16  Stockholders
    Equity
       73




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
  Rule 10b5-1
  Note 17  Stock
    Incentive Plans
       74




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     Number of Securities


Weighted-Average


Number of Securitiesto be Issued Upon


Exercise Price of


Remaining AvailableExercise/Conversion


Outstanding Options


for Future IssuancePlans approved by
    shareholders:Stock options


2,950,478


$
14.03



908,854Restricted stock


98,688



(a
)


173,000Plans not approved by
    shareholders:Stock options


1,103,000


$
12.32



129,044Deferred stock units


797,609



(a
)


Total


4,949,775







1,210,898     (a)
    
    Not applicable    Weighted-AverageNumber of


OptionShares


PriceYear Ended December 31,
    2003Granted


1,573,795


$
13.48Exercised


458,077


$
10.09Cancelled


258,150


$
13.51Outstanding, end of year


6,613,619


$
12.66Exercisable, end of year


4,768,407


$
12.50Year Ended December 31,
    2004Granted


389,433


$
15.39Exercised


1,971,324


$
11.38Cancelled


263,150


$
16.14Outstanding, end of year


4,768,578


$
13.22Exercisable, end of year


3,812,395


$
12.93Year Ended December 31,
    2005Granted


285,000


$
14.46Exercised


830,100


$
11.90Cancelled


170,000


$
13.40Outstanding, end of year


4,053,478


$
13.57Exercisable, end of year


3,529,728


$
13.38  75




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
     Options Outstanding


Options ExercisableWeighted-


Weighted-





Weighted-Number


Average


Average


Number


AverageRange of

Outstanding


Remaining


Exercise


Exercisable


ExerciseExercise Prices

December 31, 2005


Life


Price


December 31, 2005


Price$  8.84 - $10.31


303,147



5 years


$
9.23



303,147


$
9.23$10.32 - $11.30


382,930



4 years


$
10.61



382,930


$
10.61$11.31 - $12.80


431,051



4 years


$
12.29



431,051


$
12.29$12.81 - $13.75


751,146



3 years


$
12.92



739,646


$
12.92$13.76 - $14.93


1,398,005



6 years


$
14.02



1,113,005


$
13.91$14.94 - $22.50


787,199



6 years


$
17.19



559,949


$
17.914,053,478



5 years


$
13.57



3,529,728


$
13.38   Deferred
    Stock Awards
  one-for-one
    Restricted
    Stock Awards
   76




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   Note 18  Comprehensive
    Income (Loss)
    December 31,2005


2004


2003Foreign currency translation
    adjustment

$
1,590


$
38,737


$
26,935Minimum pension liability
    adjustment (net of tax effect)


(4,045
)


(2,870
)


(2,435
)Unrealized losses on marketable
    securities (net of tax effect)


(20
)


(20
)


(27
)$
(2,475
)

$
35,847


$
24,473     Note 19  Segment
    Information
      Financial Print
  Marketing and Business
    Communications
  Litigation Solutions ®
     77




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
   ,
  Years Ended
    December 31,2005


2004


2003Revenue from external
    customers:Financial Print

$
625,128


$
598,763


$
555,594Marketing and Business
    Communications


41,806



38,650



35,262Litigation Solutions


27,206



33,938



37,535$
694,140


$
671,351


$
628,391Segment profit
    (loss):Financial Print

$
78,815


$
80,519


$
79,148Marketing and Business
    Communications


(7,877
)


(11,482
)


(17,259
)Litigation Solutions


3,269



4,859



3,828Corporate/Other (see detail below)


(35,921
)


(38,185
)


(30,679
)38,286



35,711



35,038Depreciation


(26,120
)


(25,855
)


(29,688
)Amortization


(940
)


(730
)


(715
)Interest


(5,160
)


(10,436
)


(11,200
)Income (loss) from continuing
    operations before income taxes

$
6,066


$
(1,310
)

$
(6,565
)Corporate/Other (by
    type):Shared corporate expenses

$
(19,188
)

$
(22,062
)

$
(15,655
)Other income (expense), net


1,567



(72
)


(1,575
)Loss on extinguishment of debt






(8,815
)


(Loss) gain on sale of marketable
    securities


(7,890
)






1,022Gain on sale of building






896



Restructuring charges, integration
    costs and asset impairment charges


(10,410
)


(8,132
)


(14,471
)$
(35,921
)

$
(38,185
)

$
(30,679
)   78




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  BOWNE &
    CO., INC. AND SUBSIDIARIES  (Continued)
 (In
    thousands, except share and per share information and where
    noted)
  Years Ended
    December 31,2004Restated2005


see Note 2Assets:Financial Print

$
274,199


$
236,036Marketing and Business
    Communications


23,205



25,979Litigation Solutions


40,145



43,141Corporate/Other


224,472



106,066Assets held for sale


1,227



250,673$
563,248


$
661,895   Years Ended
    December 31,2005


2004


2003Capital spending:Financial Print

$
31,700


$
5,873


$
6,504Marketing and Business
    Communications


3,031



1,063



117Litigation Solutions


526



461



707Corporate/Other


4,993



10,565



6,408$
40,250


$
17,962


$
13,736     Years Ended
    December 31,2005


2004


2003Revenue by source:United States

$
566,537


$
558,921


$
550,375Canada


68,004



55,452



42,328Other international, primarily
    Europe


59,599



56,978



35,688$
694,140


$
671,351


$
628,391   Years Ended
    December 31,2005


2004Long-lived assets,
    net:United States

$
158,910


$
203,321Canada


11,274



11,807Other international, primarily
    Europe


1,834



114,452$
172,018


$
329,580  79




---



##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
   SUMMARY OF QUARTERLY DATA
    (In thousands, except share and per share information,
    unaudited)
        As previously
    reported*First


Second


ThirdQuarter


Quarter


QuarterYear Ended December 31,
    2005Revenue

$
167,572


$
204,640


$
158,808Gross margin


60,738



75,494



52,301Income (loss) from continuing
    operations before income taxes


8,150



14,667



(3,163
)Income tax (expense) benefit


(3,652
)


(6,747
)


641Income (loss) from continuing
    operations


4,498



7,920



(2,522
)(Loss) income from discontinued
    operations, net of tax


(580
)


(3,905
)


7,045Net income (loss)

$
3,918


$
4,015


$
4,523Earnings (loss) per share from
    continuing operations:Basic

$
.13


$
.22


$
(.07
)Diluted

$
.13


$
.22


$
(.07
)(Loss) earnings per share from
    discontinued operations:Basic

$
(.02
)

$
(.11
)

$
.20Diluted

$
(.02
)

$
(.11
)

$
.20Total earnings (loss) per share:Basic

$
.11


$
.11


$
.13Diluted

$
.11


$
.11


$
.13Average shares outstanding:Basic


34,662



34,927



34,489Diluted


35,355



39,304



34,871       80




---



##### Table of Contents



BOWNE & CO., INC. AND SUBSIDIARIES
   SUMMARY OF QUARTERLY DATA  (Continued)
    (In thousands, except share and per share information,
    unaudited)
  As RestatedFirst


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Full YearYear Ended December 31,
    2005Revenue

$
167,572


$
204,640


$
158,808


$
163,120


$
694,140Gross margin


60,738



75,494



52,301



55,843



244,376Income (loss) from continuing
    operations before income taxes


8,150



14,667



(3,163
)


(13,588
)


6,066Income tax (expense) benefit


(4,749
)


(8,546
)


1,843



6,160



(5,292
)Income (loss) from continuing
    operations


3,401



6,121



(1,320
)


(7,428
)


774(Loss) income from discontinued
    operations, net of tax


(825
)


(3,726
)


3,653



(480
)


(1,378
)Net income (loss)

$
2,576


$
2,395


$
2,333


$
(7,908
)

$
(604
)Earnings (loss) per share from
    continuing operations:Basic

$
.10


$
.18


$
(.04
)

$
(.22
)

$
.02Diluted

$
.10


$
.18


$
(.04
)

$
(.22
)

$
.02(Loss) earnings per share from
    discontinued operations:Basic

$
(.03
)

$
(.11
)

$
.11


$
(.02
)

$
(.04
)Diluted

$
(.03
)

$
(.11
)

$
.11


$
(.02
)

$
(.04
)Total earnings (loss) per share:Basic

$
.07


$
.07


$
.07


$
(.24
)

$
(.02
)Diluted

$
.07


$
.07


$
.07


$
(.24
)

$
(.02
)Average shares outstanding:Basic


34,662



34,927



34,489



33,144



34,251Diluted


35,355



39,304



34,871



33,593



34,699  81




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##### Table of Contents



BOWNE & CO., INC. AND SUBSIDIARIES
   SUMMARY OF QUARTERLY DATA  (Continued)
    (In thousands, except share and per share information,
    unaudited)
  As Previously
    Reported*First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Full YearYear Ended December 31,
    2004Revenue

$
177,397


$
203,404


$
136,430


$
154,120


$
671,351Gross margin


72,367



79,841



45,296



52,140



249,644Income (loss) from continuing
    operations before income taxes


6,769



17,461



(7,933
)


(17,607
)


(1,310
)Income tax (expense) benefit


(3,108
)


(7,406
)


2,760



6,024



(1,730
)Income (loss) from continuing
    operations


3,661



10,055



(5,173
)


(11,583
)


(3,040
)(Loss) income from discontinued
    operations, net of tax


(697
)


1,133



(1,287
)


31,395



30,544Net income (loss)

$
2,964


$
11,188


$
(6,460
)

$
19,812


$
27,504Earnings (loss) per share from
    continuing operations:Basic

$
.10


$
.28


$
(.14
)

$
(.32
)

$
(.08
)Diluted

$
.10


$
.26


$
(.14
)

$
(.32
)

$
(.08
)(Loss) earnings per share from
    discontinued operations:Basic

$
(.02
)

$
.03


$
(.04
)

$
.87


$
.85Diluted

$
(.02
)

$
.03


$
(.04
)

$
.87


$
.85Total earnings (loss) per share:Basic

$
.08


$
.31


$
(.18
)

$
.55


$
.77Diluted

$
.08


$
.29


$
(.18
)

$
.55


$
.77Average shares outstanding:Basic


35,247



35,977



36,410



35,956



35,898Diluted


36,522



41,261



36,930



36,556



36,795     *
    As previously reported has been reclassified to reflect
    discontinued operations. 82




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##### Table of Contents



BOWNE & CO., INC. AND SUBSIDIARIES






SUMMARY OF QUARTERLY DATA  (Continued)
    (In thousands, except share and per share information,
    unaudited)




|                                                                 |  |             |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|---------------------------------------------------------------- |  | ----------- | ------- | - | ----------- | - | ------- | ----------- |  | - | ----------- | - |  | ----------- | ------- | - |  | - | ------- | -
|                                                                 |  | First       |         |   | Second      |   |         | Third       |  |   | Fourth      |   |  |             |        
|                                                                 |  | Quarter     |         |   | Quarter     |   |         | Quarter     |  |   | Quarter     |   |  | Full Year   |        
|                                                                 |  | As Restated |         |   | As Restated |   |         | As Restated |  |   | As Restated |   |  | As Restated |        
|                                                                
|Year Ended December 31,
    2004                                 |  |             |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Revenue                                                          |  | $           | 177,398 |   |             | $ | 203,403 |             |  | $ | 136,431     |   |  | $           | 154,119 |   |  | $ | 671,351 |  
|Gross margin                                                     |  |             | 72,367  |   |             |   | 79,841  |             |  |   | 45,296      |   |  |             | 52,140  |   |  |   | 249,644 |  
|Income (loss) from continuing
    operations before income taxes |  |             | 6,771   |   |             |   | 17,461  |             |  |   | (7,935      | ) |  |             | (17,607 | ) |  |   | (1,310  | )
|Income tax (expense) benefit                                     |  |             | (4,155  | ) |             |   | (10,717 | )           |  |   | 5,251       |   |  |             | 8,569   |   |  |   | (1,052  | )
|                                                                 |  |             |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Income (loss) from continuing
    operations                     |  |             | 2,616   |   |             |   | 6,744   |             |  |   | (2,684      | ) |  |             | (9,038  | ) |  |   | (2,362  | )
|Income from discontinued
    operations, net of tax              |  |             | 292     |   |             |   | 2,786   |             |  |   | 898         |   |  |             | 25,610  |   |  |   | 29,586  |  
|                                                                 |  |             |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Net income (loss)                                                |  | $           | 2,908   |   |             | $ | 9,530   |             |  | $ | (1,786      | ) |  | $           | 16,572  |   |  | $ | 27,224  |  
|                                                                 |  |             |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Earnings (loss) per share from
    continuing operations:        |  |             |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Basic                                                            |  | $           | .07     |   |             | $ | .19     |             |  | $ | (.07        | ) |  | $           | (.25    | ) |  | $ | (.07    | )
|Diluted                                                          |  | $           | .07     |   |             | $ | .18     |             |  | $ | (.07        | ) |  | $           | (.25    | ) |  | $ | (.07    | )
|(Loss) earnings per share from
    discontinued operations:      |  |             |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Basic                                                            |  | $           | .01     |   |             | $ | .07     |             |  | $ | .02         |   |  | $           | .71     |   |  | $ | .83     |  
|Diluted                                                          |  | $           | .01     |   |             | $ | .07     |             |  | $ | .02         |   |  | $           | .71     |   |  | $ | .83     |  
|Total earnings (loss) per share:                                 |  |             |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Basic                                                            |  | $           | .08     |   |             | $ | .26     |             |  | $ | (.05        | ) |  | $           | .46     |   |  | $ | .76     |  
|Diluted                                                          |  | $           | .08     |   |             | $ | .25     |             |  | $ | (.05        | ) |  | $           | .46     |   |  | $ | .76     |  
|Average shares outstanding:                                      |  |             |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Basic                                                            |  |             | 35,247  |   |             |   | 35,977  |             |  |   | 36,410      |   |  |             | 35,956  |   |  |   | 35,898  |  
|Diluted                                                          |  |             | 36,522  |   |             |   | 41,261  |             |  |   | 36,930      |   |  |             | 36,556  |   |  |   | 36,795  |  









|        |                                                                                             
|------- | --------------------------------------------------------------------------------------------
|Item 9. | Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure







|         |                            
|-------- | ---------------------------
|Item 9A. | Controls
    and Procedures



Disclosure Controls and
    Procedures.


83



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##### Table of Contents



Rule 13a-15(e) 15d-15(e) this 10-K
  Managements Annual Report on Internal Control
    Over Financial Reporting. Rules 13a-15(f).
      Form 10-K.
 84




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##### Table of Contents



Changes in Internal Control Over Financial
    Reporting. Form 10-Q
    
    performance of a more in-depth and comprehensive review of the
    differences between the income tax basis and financial reporting
    basis of asset and liability balances,
    preparation of a detailed rollforward and reconciliation of all
    deferred income tax balances,
    preparation of a detailed rollforward and reconciliation all
    current taxes payable balances, and
    performance of additional levels of review during the financial
    statement close process as it relates to income taxes.     85




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##### Table of Contents



Report of Independent Registered Public Accounting
    Firm.
  Report of
    Independent Registered Public Accounting Firm
     Internal
    Control  Integrated Framework
           86




---



##### Table of Contents



Internal Control  Integrated
    Framework Internal Control  Integrated Framework
  KPMG
    LLP
    87




---



##### Table of Contents



Item 9B.
    Other
    Information  Form 8-K
  
    On December 14, 2005, the Compensation Committee approved
    individual targets for 2006 performance-based awards that may be
    paid to the Named Officers under the Companys Annual
    Incentive Plan (AIP), subject, in the case of Mr. Kucera
    and Mr. Shea, to approval by the independent directors of
    the Board. The AIP awards will be calculated for each
    participant based on the attainment of the performance goals to
    be established in 2006. On December 14, 2005, the
    independent Board directors approved setting 2006
    performance-based AIP individual target awards for
    Mr. Kucera and Mr. Shea.
    On February 9, 2006, the Board set earnings, segment profit
    and strategic goals for funding the 2006 performance-based AIP
    target awards.
    On March 9, 2006, The Compensation Committee terminated the
    existing Long Term Incentive Plan (LTIP) and approved a new LTIP
    with a three year performance cycle for 2006-2008. The LTIP
    financial performance standards are based on the Companys
    return on invested capital. 88




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##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Registrant          Rule 10A-3
  (www.bowne.com)
  (www.bowne.com)
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions   89




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##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Documents filed as part of this Report:
    Page NumberIn This ReportReport of
    Independent Registered Public Accounting Firm


43Consolidated
    Statements of Operations  Years Ended
    December 31, 2005, 2004 and 2003


44Consolidated
    Balance Sheets as of December 31, 2005 and 2004


45Consolidated
    Statements of Cash Flows  Years Ended
    December 31, 2005, 2004 and 2003


46Consolidated
    Statements of Stockholders Equity  Years
    Ended December 31, 2005, 2004 and 2003


47Notes to
    Consolidated Financial Statements


48(2) Financial Statement
    Schedule  Years Ended December 31, 2005,
    2004 and 2003Schedule II  Valuation
    and Qualifying Accounts


S-1All other schedules are omitted
    because they are not applicable     ExhibitNumber



Description3.1



Certificate of Incorporation
    (incorporated by reference to Exhibit 3 to the
    Companys current report on
    Form 8-K
    dated June 23, 1998)3.2



Certificate of Designations
    (incorporated by reference to Exhibit 2 to the
    Companys current report on
    Form 8-K
    dated June 23, 1998)3.5



By-Laws (incorporated by reference
    to Exhibit 4 to the Companys current report on
    Form 8-K
    dated June 23, 1998)4.1



Rights Agreement dated
    June 19, 1998 (incorporated by reference to Exhibit 5
    to the Companys current report on
    Form 8-K
    dated June 23, 1998)4.2



Indenture, dated as of
    September 24, 2003 among Bowne & Co., Inc. and the
    Bank of New York as Trustee (incorporated by reference to
    Exhibit 4.2 to Bowne & Co., Inc.s
    Registration Statement on
    Form S-3
    filed on October 17, 2003, File
    No. 333-109810)10.1



Amended and Restated 1981 Stock
    Option Plan (incorporated by reference to the Companys
    definitive Proxy Statement dated January 30, 1985)10.2



Amendment to 1981 Stock Option
    Plan (incorporated by reference to the Companys
    Post-Effective Amendment No. 1 on
    Form S-8
    relating to the Companys Stock Option Plan dated
    April 16, 1987)10.3



Amendment to 1981 Stock Option
    Plan (incorporated by reference to the Companys
    Post-Effective Amendment No. 2 on
    Form S-8
    relating to the Companys Stock Option Plan dated
    October 19, 1988)10.4



1992 Stock Option Plan
    (incorporated by reference to Exhibit 10.4 to the
    Companys annual report on
    Form 10-K
    for the year ended December 31, 2002)10.5



1997 Stock Incentive Plan
    (incorporated by reference to Exhibit A to the
    Companys definitive Proxy Statement dated February 6,
    1997)10.6



1999 Incentive Compensation Plan
    (incorporated by reference to Exhibit A to the
    Companys definitive proxy statement dated April 7,
    1999) 90




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##### Table of Contents



ExhibitNumber



Description10.7



Supplemental Executive Retirement
    Plan effective as of January 1, 1999 (incorporated by
    reference to Exhibit 10.7 to the Companys annual
    report on
    Form 10-K
    for the year ended December 31, 1999; amendments to the
    Plan are further described in Item 9B of the Companys
    annual report on
    Form 10-K
    for the year ended December 31, 2004)10.8



Form of Termination Protection
    Agreement for selected key Employees providing for a possible
    change in ownership or control of the Company (incorporated by
    reference to Exhibit 10.8 to the Companys annual
    report on
    Form 10-K
    for the year ended October 31, 1995)10.9



Revised Termination Protection
    Agreement as of August 23, 1995 (incorporated by reference
    to Exhibit 10.9 to the Companys annual report on
    Form 10-K
    for the year ended December 31, 2000)10.10



Letter agreement dated
    January 29, 1996 between the Company and Robert M. Johnson
    relating to restricted stock and certain compensation and
    benefits matters (incorporated by reference to
    Exhibit 10.10 to the Companys annual report on
    Form 10-K/A
    for the year ended December 31, 1997)10.11



Amendment dated September 1,
    1998 to the letter agreement in Exhibit 10.9 above
    (incorporated by reference to Exhibit 10.13 in the
    Companys annual report on
    Form 10-K
    for the year ended December 31, 1998)10.12



2000 Stock Incentive Plan
    (incorporated by reference to Exhibit 10.12 in the
    Companys annual report on
    Form 10-K
    for the year ended December 31, 2003)10.13



Long-Term Performance Plan
    (incorporated by reference to Exhibit 10.13 in the
    Companys annual report on
    Form 10-K
    for the year ended December 31, 2003)10.14



Deferred Award Plan (incorporated
    by reference to Exhibit 10.14 in the Companys annual
    report on
    Form 10-K
    for the year ended December 31, 2003)10.15



Amended and Restated Stock Plan
    for Directors (incorporated by reference to Exhibit 10.15
    in the Companys annual report on
    Form 10-K
    for the year ended December 31, 2004)10.16



Base Salaries and Other
    Compensation of Named Executive Officers of the Registrant
    (incorporated by reference to Exhibit 10.16 in the
    Companys annual report on
    Form 10-K
    for the year ended December 31, 2004)10.17



Credit Agreement, dated as of
    May 11, 2005, related to $150 million revolving credit
    facility (incorporated by reference to Exhibit 99.1 in the
    Companys current report on
    Form 8-K
    dated May 13, 200510.18



Form of Stock Option Agreement
    under the 1999 Incentive Compensation Plan (incorporated by
    reference to Exhibit 10.26 in the Companys quarterly
    report on
    Form 10-Q
    for the period ended September 30, 2004)10.19



Form of Restricted Stock Agreement
    under the 1999 Incentive Compensation Plan (incorporated by
    reference to Exhibit 10.27 in the Companys quarterly
    report on
    Form 10-Q
    for the period ended September 30, 2004)10.20



Lease agreement between New Water
    Street Corp. and Bowne & Co. Inc. dated
    February 25, 2005 relating to the lease of office space at
    55 Water Street, New York, New York (incorporated by reference
    to Exhibit 99.1 to the Companys current report on
    Form 8-K
    dated February 28, 2005)10.21



Lease agreement between The London
    Wall Limited Partnership and Bowne & Co. Inc. dated
    February 8, 2006 relating to the lease of office space at 1
    London Wall, London (incorporated by reference to
    Exhibit 99.2 to the Companys current report on
    Form 8-K
    dated February 9, 2006)21



Subsidiaries of the Company23.1



Consent of KPMG LLP, Independent
    Registered Public Accounting Firm24



Powers of Attorney31.1



Certification pursuant to
    section 302 of the Sarbanes-Oxley Act of 2002, signed by
    Philip E. Kucera, Chairman of the Board and Chief Executive
    Officer31.2



Certification pursuant to
    section 302 of the Sarbanes-Oxley Act of 2002, signed by C.
    Cody Colquitt, Senior Vice President and Chief Financial Officer32.1



Certification pursuant to
    18 U.S.C. Section 1350 as adopted pursuant to
    section 906 of the Sarbanes-Oxley Act of 2002, signed by
    Philip E. Kucera, Chairman of the Board and Chief Executive
    Officer32.2



Certification pursuant to
    18 U.S.C. Section 1350 as adopted pursuant to
    section 906 of the Sarbanes-Oxley Act of 2002, signed by C.
    Cody Colquitt, Senior Vice President and Chief Financial Officer  91




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##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) 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.
  Bowne & Co., Inc.
  By:
    /s/  Philip
    E. Kucera    Chairman of the Board and
 Chief Executive Officer
  (Principal Executive Officer)
      Signature

Title

Date/s/  Philip
    E. Kucera(Philip
    E. Kucera)

Chairman of the Board and
    Chief Executive Officer

April 10, 2006/s/  David
    J. Shea(David
    J. Shea)

President, Chief Operating
    Officer,
    and Director

April  10, 2006/s/  C.
    Cody Colquitt(C.
    Cody Colquitt)

Senior Vice President and 
    Chief Financial Officer
    (Principal Financial Officer)

April 10, 2006/s/  Richard
    Bambach, Jr.(Richard
    Bambach, Jr.)

Vice President and
    Corporate Controller
    (Principal Accounting Officer)

April 10, 2006/s/  Carl
    J. Crosetto(Carl
    J. Crosetto)

Director

April 10, 2006/s/  Douglas
    B. Fox(Douglas
    B. Fox)

Director

April 10, 2006/s/  Stephen
    V. Murphy(Stephen
    V. Murphy)

Director

April 10, 2006/s/  Gloria
    M. Portela(Gloria
    M. Portela)

Director

April 10, 2006/s/  H.
    Marshall Schwarz(H.
    Marshall Schwarz)

Director

April 10, 2006 92




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##### Table of Contents



Signature

Title

Date/s/  Wendell
    M. Smith(Wendell
    M. Smith)

Director

April 10, 2006/s/  Lisa
    A. Stanley(Lisa
    A. Stanley)

Director

April 10, 2006/s/  Vincent
    Tese(Vincent
    Tese)

Director

April 10, 2006/s/  Harry
    Wallaesa(Harry
    Wallaesa)

Director

April 10, 2006/s/  Richard
    R. West(Richard
    R. West)

Director

April 10, 2006  93




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##### Table of Contents



BOWNE &
    CO., INC. AND SUBSIDIARIES
  SCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS
  Column A

Column B


Column C


Column D


Column EAdditionsBalance at


Charged to


(Deductions)/


Balance atBeginning of


Costs and


Additions


End ofDescription

Period


Expenses





Period(In thousands)Allowance for doubtful accounts
    and sales credits:Year Ended December 31, 2005

$
9,327


$
16,482


$
(16,535
)

$
9,274Year Ended December 31, 2004

$
10,159


$
12,052


$
(12,884
)

$
9,327Year Ended December 31, 2003

$
9,125


$
14,911


$
(13,877
)

$
10,159    S-1