Financial Highlights

Dollars in thousands
  (except per share data)                1999              1998         % Change
-------------------------                ----              ----         --------

Net sales                             $1,278,278        $1,335,796        (4.3)%
Earnings before income taxes:
Before restructuring charge               89,610            86,090         4.1
After restructuring charge                34,610            86,090
Net earnings:
Before restructuring charge               54,510            52,940         3.0
After restructuring charge                16,010            52,940
Return on average shareholders'
  investment(1)                             14.3%             12.8%

Working capital                       $  110,508        $  158,129       (30.1)%
Plant and equipment at cost              811,800           758,440         7.0
Long-term debt                           113,520           120,628        (5.9)
Shareholders' investment                 353,775           409,931       (13.7)
Debt to total capitalization(2)             24.3%             22.7%


Diluted earnings:
Before restructuring charge           $      2.01       $     1.80        11.7%
After restructuring charge                    .59             1.80
Cash dividends paid                           .56              .51         9.8
Book value                                  13.70            14.51        (5.6)
Stock price range                       17 1/4-27    21 7/8-34 7/8

--------------------------
(1)  Calculated based on earnings before 1999  restructuring  charge.
(2)  Long-term debt to long-term debt and shareholders' investment.



<TABLE>
                  Five-Year Summary of Selected Financial Data

            Not Covered by Report of Independent Public Accountants

<CAPTION>
Dollars in thousands (except per share data)       1999           1998           1997           1996           1995
--------------------------------------------       ----           ----           ----           ----           ----
<S>                                             <C>            <C>            <C>            <C>            <C>
Summary of Earnings(1)
Net sales                                       $1,278,278     $1,335,796     $1,202,483     $1,083,763     $1,022,650
Net earnings:
   Before restructuring charge                      54,510         52,940         51,423         50,907         53,550
   After restructuring charge                       16,010         52,940         43,323         50,907         53,550
Diluted earnings per common share:
   Before restructuring charge                        2.01           1.80           1.71           1.63           1.75
   After restructuring charge                          .59           1.80           1.44           1.63           1.75
Dividends paid per common share                        .56            .51            .47            .44            .37

Financial Summary
Working capital                                    110,508        158,129        165,308        219,630        187,956
Net plant and equipment                            327,350        318,635        338,357        319,939        313,718
Total assets                                       773,344        769,966        781,216        719,218        678,809
Long-term debt                                     113,520        120,628        130,065        133,696        134,953
Interest expense                                    12,362         10,825         11,062         10,214          9,891
Shareholders' investment                           353,775        409,931        414,103        420,592        387,112
Book value per share of common stock(2)              13.70          14.51          13.90          13.58          12.55

--------------------------
(1) All years comprised 52 weeks, except 1997, which comprised 53 weeks.

(2) Book  values  per share of common  stock  are based on shares  outstanding  at year-end.
</TABLE>



<PAGE>
    Management's Discussion and Analysisof Financial Position and Operations

Highlights

Results for 1999 included the following:

o    Positioning  Banta  as a  recognized  leader  in  supply-chain  management,
     including  the  award to Banta  Global  Turnkey  of a $600 to $800  million
     five-year contract with Compaq Computer for worldwide  distribution of hard
     drives

o    Construction of a state-of-the-art  distribution facility for the print and
     distribution  business  to  support  a  10-year  contract  with  IDG  Books
     Worldwide

o    Record operating earnings,  pre-tax earnings and earnings per share, before
     restructuring charge

o    Improved  operating  efficiency and cost  reduction  through second quarter
     restructuring  initiatives,  which  included a $55 million charge for asset
     impairments and associated costs

o    Initial release of Banta's Bomedia(TM) digital content management system

o    Expansion into Mexico's print market

o    Open market repurchase of 2.6 million shares of stock

     Sales for 1999 were $1.28 billion,  a 4% decrease from the prior year sales
of $1.34  billion.  Sales for 1999 were impacted by a reduction in paper prices,
the closing of three  facilities in conjunction  with the  Corporation's  second
quarter  restructuring and lower pass-through sales for turnkey services.  Gross
earnings were above the prior year and gross margin  improved from 19.9% in 1998
to 20.8% in 1999. These improvements  primarily resulted from increased facility
utilization, changes in product mix and achieving the targeted objectives of the
Corporation's restructuring initiatives commenced in the second quarter of 1999.

     In the second  quarter of 1999,  the  Corporation  recorded a $55.0 million
restructuring  charge  ($38.5  million or $1.40 per diluted  share,  after tax),
which is discussed in greater detail below. The restructuring primarily involved
the  Corporation's  print segment and resulted in three facility  closings,  the
elimination  of  certain  underperforming  business  assets  and  a  work  force
reduction  of nearly  9%.  Targeted  objectives  of the  restructuring  included
earnings growth,  increased  efficiencies and enhanced  shareholder returns. The
Corporation achieved its cost-saving objectives for 1999 and expects substantial
benefits to continue in 2000.

     Net earnings of $54.5 million for 1999,  before the  restructuring  charge,
were 3% higher than the prior-year  earnings of $52.9 million.  Diluted earnings
per  share in 1999  reached  a  record  high at $2.01  per  share,  prior to the
restructuring  charge,  compared with $1.80 per share in 1998.  Giving effect to
the  restructuring,  the  Corporation had net earnings of $16.0 million or $0.59
diluted earnings per share.

     During 1999, the Corporation  continued its focus on asset  management with
its  Economic  Profit  performance   measurement  system.  As  employed  by  the
Corporation,  Economic  Profit monitors the  contribution  of asset  investments
compared to the cost of capital incurred by the Corporation with respect to such
investments.  Expected benefits from using this performance  measurement  system
include  shareholder  value  creation  and  working  capital   reductions.   The
Corporation  achieved positive  Economic Profit in 1999, the second  consecutive
year, and significantly improved its Economic Profit over the prior year.

     With strong cash flow from operating activities in 1999, Banta continued to
invest  in new  technologies  in its  key  growth  sectors  and to  support  the
Corporation's  share repurchase  initiative.  Capital  expenditures  during 1999
included  a  significant   investment  in  equipment  and   technology  for  the
Corporation's new facility in Houston, and expenditures to equip and reconfigure
existing  European  facilities  to  meet  service  requirements  of a  five-year
fulfillment  contract  entered  into  with  Compaq  Computer.  Also in  1999,  a
250,000-square-foot  fulfillment  and  distribution  center was  constructed  in
Virginia to support the Corporation's 10-year contract with IDG Books Worldwide.

     In addition, during 1999 the Corporation continued to invest in the Bomedia
digital content management system that automates customers' production processes
by  streamlining  information  storage and  retrieval  for print and  electronic
distribution.  Initial  software  programs  were  developed  in  1998  with  the
enterprisewide  software release in December 1999. Also in 1999, the Corporation
expanded into the Mexican  print market by acquiring a 50% equity  interest in a
newly  formed  joint  venture.  The joint  venture,  Banta G.  Imagen,  based in
Queretaro,  Mexico,  provides  a  variety  of  products  and  services  for  the
commercial print market.

     Banta  continued to support value for  shareholders by using available cash
and borrowing  capacity to fund open market share  repurchases.  The Corporation
repurchased  2.6 million  shares for an  aggregate  price of  approximately  $58
million in 1999, in addition to the $47 million expended to repurchase shares in
1998. The Corporation currently has authority from the Board of Directors to use
in excess of $100  million to fund future  share  repurchases.  The  Corporation
expects to continue its efforts to actively repurchase shares during 2000.


<PAGE>

Net Sales

     The  Corporation  operates  in two  primary  business  segments,  print and
turnkey services,  with other business  operations in healthcare  products.  The
print segment provides comprehensive  single-source products,  including digital
imaging,  and  services to  publishers  of  educational  and  general  books and
special-interest  magazines, and is a supplier of direct marketing materials and
consumer  and  business   catalogs.   The  turnkey   services  segment  provides
supply-chain management,  product assembly, fulfillment and product localization
services  primarily  to  technology  companies  in  the  U.S.  and  Europe.  The
healthcare  products group is primarily  engaged in the production of disposable
products used in outpatient  clinics,  dental  offices and  hospitals.  Printing
segment net sales of $960  million for 1999 were $44  million,  or 4% lower than
the prior year total of $1.0 billion. The decrease in printing segment net sales
was  primarily  due to lower  paper  prices  (which  are  passed  through to the
customer)  during  1999  compared  to the prior  year and the  closing  of three
facilities in conjunction with the Corporation's  second quarter  restructuring.
The impact on 1999 sales from lower paper prices and the  facility  closings was
approximately  $55 million,  which was partially offset by revenue growth in the
core  printing   operations.   Net  sales  for  the  printing   segment   market
classifications, as a percent of total print segment sales, were as follows:

                                        1999      1998      1997
                                        ----      ----      ----
     Books                               29%       29%       30%
     Direct Marketing                    24        25        25
     Catalogs                            23        24        23
     Magazines                           17        16        14
     Other                                7         6         8
                                        ---       ---       ---
                                        100%      100%      100%

     Sales in the book market were slightly  below the prior year  primarily due
to reduced paper prices and the closing of the Kent, Washington, facility. Sales
to educational  customers  increased due to improved  market  penetration  while
general and trade books were lower due to reduced demand.  Educational  book and
component sales are expected to continue with strong textbook  adoption  periods
projected for 2000 and 2001.

     Sales in the  magazine  market  increased  in 1999 from market  share gains
through more complete  utilization of a recently  expanded  facility.  Sales for
direct marketing materials were slightly below the prior year due to the closure
of the mailing and fulfillment  facility in Berkeley,  Illinois.  Catalog market
sales were  approximately  6% lower than the prior year due  primarily  to lower
paper prices and the business-to-business biennial catalog cycle.

     Turnkey  services segment sales were $213 million in 1999, a decrease of 6%
from 1998 sales.  This decrease was primarily due to lower  pass-through  sales,
volume reductions from certain customers and the impact of a facility closing in
1998.  This decrease was  partially  offset by improved  utilization  within the
European  facilities  and increased  sales volume from an existing U.S.  turnkey
facility performing work under the new Compaq Computer contract.

     Healthcare  products'  1999 sales of $105  million were  comparable  to the
prior year.

     In 1998,  printing  segment  net sales  were $1  billion  compared  to $936
million in 1997. Sales within the book market were slightly lower as a result of
fewer textbook adoption  programs in 1998. Sales for direct marketing  materials
were  above  1997  levels due to sales  volume  added  from a 1997  acquisition.
Catalog  market sales in 1998 were above the prior year due to increased  volume
for business  catalogs,  however consumer catalog sales volume was lower.  Sales
volume grew in the magazine market during 1998 due to the capacity  expansion at
the Kansas City,  Missouri,  facility and a late 1997 acquisition.  Sales in the
"other" category were flat compared to the prior year.

     Turnkey  services  sales were $226 million in 1998, an increase of 22% over
1997 sales.  The  European  market for turnkey  services  achieved  strong sales
growth influenced by successful  customer product launches and new opportunities
to serve software customers. Sales for the U.S. segment of turnkey services were
comparable to the prior year.

     Healthcare  products'  sales of $106  million  in 1998  were  significantly
higher than the prior year due to an acquisition in the third quarter of 1997.

Cost of Goods Sold

     In 1999,  cost of goods sold as a percent of sales was 79.2%  compared with
80.1% in 1998 and 80.2% in 1997.

     Margins for the  Corporation's  printing  segment  were higher in 1999 than
1998 primarily due to margin  improvements within the direct marketing materials
and  book  markets.  Actions  taken  in  conjunction  with  the  second  quarter
restructuring,  including  the  shutdown  of the direct  marketing  mailing  and
fulfillment  center,  improved  margins  for  direct  marketing  materials.  The
Corporation   was  able  to  improve   performance   and  reduce  the  level  of
underutilized  capacity,  which  negatively  impacted margins within this market
during 1998.  Margins for the magazine and catalog  markets were consistent with
the prior year.

     Turnkey  services  margins  were higher as a result of product mix changes.
During 1999,  the  percentage of  value-added  services to material  content was
higher  than the  prior  year,  which  resulted  in margin  improvement  for the
European  operations.  Margins for value-added services are higher than material
margins.


<PAGE>

     Margins for healthcare  products were below the prior year primarily due to
continued integration costs,  increased competitive pricing and underutilization
of equipment due to customer consolidation of distribution facilities.

     The slightly  higher margins in 1998 compared to 1997 resulted from several
factors.  Increasingly  competitive  pricing and  underutilization at the direct
marketing  mailing and fulfillment  center  negatively  impacted margins for the
Corporation's  printing  operations.  This was offset by improved margins in the
book and magazine markets due to higher levels of utilization.

     Turnkey  services  margins were higher in 1998 compared to 1997 as a result
of increased  utilization at both the U.S. and European  operations.  Successful
customer  product  launches had a positive impact on margins.  In 1997,  margins
were  negatively  impacted  by losses  incurred at three  facilities  which were
closed in late 1997 and start-up costs at new facilities opened during the year.

     Margins for  healthcare  products  were lower in 1998 compared to the prior
year, primarily as a result of the consolidation and integration efforts related
to an acquisition completed in the fourth quarter of 1997.

Selling and Administrative Expenses

     Selling and  administrative  expenses decreased $4.9 million (2.9%) in 1999
and  increased  $22.4 million  (15.4%) in 1998.  The decrease of $4.9 million in
1999 was essentially due to reduced costs  associated with lower sales volume in
1999  compared  to  the  prior  year  and   efficiencies   resulting   from  the
restructuring.  As a  percent  of sales,  selling  and  administrative  expenses
increased slightly primarily due to changes in product mix.

     The 1998 increase is  attributable to the  acquisitions  made late in 1997,
costs required to support the increase in sales volume and continued  investment
in the Bomedia digital content management system.

Restructuring Actions

     Earnings from  operations for 1999 include a second  quarter  restructuring
charge of $55.0 million ($38.5  million or $1.40 per diluted share,  after tax).
The restructuring initiatives primarily involved the Corporation's print segment
and included three facility closings, the elimination of certain underperforming
assets and a significant  workforce  reduction.  These  closings and the related
asset writedowns resulted from the Corporation's  decision to exit non-strategic
businesses and discontinue  activities that management  determined were unlikely
to deliver future acceptable profitability and shareholder value.

     These  initiatives  resulted in workforce  reductions of approximately  650
employees and the writedown of certain  long-lived assets,  including  goodwill.
The  initiatives  generated  in excess of $7 million in cost  savings  primarily
during the second half of 1999 and are expected to generate  additional annually
savings  for the years  2000 and  beyond.  The cash  portion  of the  charge was
approximately  $24.1  million  and will be funded by the cost  savings  from the
restructuring initiatives.

     At January 1, 2000,  costs of $43.1  million had been  charged  against the
reserve,  comprised of asset writedowns of $30.9 million, employee severance and
termination   benefits  of  $6.6  million,   and  other  costs  related  to  the
restructuring initiatives of $5.6 million. It is expected that the restructuring
actions will be substantially completed by midyear of 2000.

     In the third  quarter of 1997,  the  Corporation  recorded a  restructuring
charge  of $13.5  million  ($8.1  million  after tax or $.27 per  common  share)
related to the sale,  closing and  discontinuation  of certain  businesses.  The
restructuring was completed in 1998.

Earnings from Operations

     As a percent  of sales,  earnings  from  operations,  before  restructuring
charges, were 8.1%, 7.3% and 7.7% in 1999, 1998 and 1997, respectively.

     The increase in the 1999  percentage was due to the  aforementioned  margin
improvements  within the print and turnkey  segments,  lower material content of
revenue  and  cost  containment  efforts  related  to the  1999  second  quarter
restructuring initiatives.

     The reduction in the  percentage  from 1997 to 1998 was due to the increase
in selling and  administrative  expenses to support  the 1997  acquisitions  and
investment   initiatives.   This  decrease  was   partially   offset  by  margin
improvements within the print and turnkey segments.

Interest Expense and Other Income (Expense)

     Interest  expense was $12.4  million,  $10.8  million and $11.1  million in
1999, 1998 and 1997, respectively. Higher interest expense in 1999 resulted from
short-term  credit  facilities  used  to  finance  share  repurchases.   Average
short-term borrowings during 1999 were $49.8 million compared with $24.5 million
in the prior year.  Slightly lower  weighted  average  interest rates  partially
offset the impact of the higher average  borrowings  during 1999. Lower interest
expense in 1998 compared to 1997 was primarily due to the repayment of long-term
obligations during 1997 and 1998.

     Other  expense was $1.4  million in 1999  compared to $0.6 million in 1998.
The  change  was  primarily  due to the  gain of $0.9  million  on the sale of a
building in 1998.

Pre-tax Earnings and Provision for Income Taxes

     As a percent of sales, pretax earnings,  before restructuring charges, were
7.0%, 6.4% and 7.0% in 1999, 1998 and 1997,  respectively.  The increase in 1999
pre-tax  earnings  as a percent of sales  compared to 1998 is due to 1999 margin
improvements  and the impact of cost  containment  efforts  offset  partially by
higher interest expense.

     Effective  income tax rates were 53.7%,  38.5% and 38.8% in 1999,  1998 and
1997, respectively. The increase in the effective tax rate in 1999 was primarily
due to  nondeductible  charges  taken in  conjunction  with the  second  quarter
restructuring.  Without giving effect to the restructuring charge, the effective
income tax rate for 1999 was 39.2%.  The  effective  income tax rate for 2000 is
expected to approximate 39.2%.


<PAGE>
Liquidity and Capital Resources

     The Corporation has historically raised long-term debt financing by issuing
unsecured  promissory  notes to institutional  investors on a private  placement
basis.  No significant  long-term  borrowings  were recorded over the last three
years.

     The Corporation  generally raises  short-term  funds by selling  commercial
paper. Such borrowings are supported by a credit facility with a total borrowing
capacity of $105  million,  which was  increased  from $70 million  during 1999.
Average outstanding  short-term borrowings during 1999, 1998 and 1997 were $49.8
million,  $24.5 million and $11.6 million,  respectively.  The increases in 1999
and 1998  resulted  primarily  from  borrowings  used to fund the  repurchase of
shares of common stock. At January 1, 2000, the Corporation had $16.5 million of
availability under its existing credit  facilities.  In 2000, the Corporation is
expected to convert a portion of its  short-term  floating  debt into  long-term
fixed debt.

     Management believes the Corporation's  liquidity continues to be strong and
the  degree of  leverage  allows  the  Corporation  to  finance,  at  attractive
borrowing rates, its capital expenditures and share repurchase  initiatives,  as
well as any other investment opportunities that may arise.

     During  1999,  working  capital  decreased  $47  million.   This  reduction
primarily  resulted from the increase in short-term  borrowings to finance share
repurchases. The Corporation repurchased approximately 2.6 million shares of its
common stock at an aggregate cost of $58.3 million in 1999 and approximately 1.7
million  shares  at an  aggregate  cost of  $47.0  million  in 1998.  The  share
repurchase  program,  authorized by the Corporation's  Board of Directors during
1998 and expanded  during 1999 for the repurchase of an additional  $100 million
of common stock, has in excess of $100 million in authority remaining for future
share  repurchases.  During  2000,  the  Corporation  expects  to  continue  its
repurchase  of  shares  pursuant  to this  authorization  as  market  conditions
warrant.  Any future stock  repurchases  will be funded by a combination of cash
provided from operations and short-term borrowings.

     The Corporation's  capital  investment  program,  which resulted in capital
spending of $84 million in 1999,  reflects its  commitment  to maintain  modern,
efficient plants and to provide customers with supply-chain  management services
and new  printing and digital  imaging  technologies.  Significant  expenditures
during 1999 included new facilities and equipment to support the Compaq Computer
and IDG Books Worldwide  contracts.  Preliminary  plans for 2000 are for capital
commitments  and cash  requirements  to  exceed  $110  million,  which  includes
carry-over commitments from 1999.

Future Accounting Pronouncement

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities." This standard requires that an
entity  recognize  derivatives  as either assets or  liabilities  on its balance
sheet and measure those instruments at fair value. In June 1999, the FASB issued
SFAS No. 137 which  deferred the effective  date of adoption of SFAS No. 133 for
one year. The Corporation intends to adopt this standard no later than the first
quarter  of 2001.  The  adoption  of this  standard  is not  expected  to have a
material effect on the Corporation's financial statements.

Risk Management

     The  Corporation  is exposed to market risk from changes in interest  rates
and  foreign  exchange  rates.  At January 1, 2000,  the  Corporation  had notes
payable  outstanding  aggregating  $88.5  million  against  lines of credit with
banks.  These notes consist  primarily of commercial  paper and bear interest at
floating  rates.  A 100 basis  point  fluctuation  in the  interest  rate  would
increase  or decrease  interest  expense for the  Corporation  by  approximately
$885,000  annually.  Since  essentially  all long-term debt is at fixed interest
rates, exposure to interest rate fluctuations is minimal. Disclosure relating to
the fair  value of  long-term  debt is  included  in Note 4 to the  Consolidated
Financial  Statements.  Exposure to adverse changes in foreign exchange rates is
considered minimal.

Other Matters

     Over the past two years,  the  Corporation  undertook a major review of its
operations and spent approximately $8 million to upgrade and replace its systems
to ensure year-2000 readiness.  After an initial evaluation of the manufacturing
and control  systems  subsequent  to January 1, 2000, no  significant  year-2000
issues  arose.  Although  additional  issues  could yet arise  with  respect  to
year-2000 compliance,  the Corporation currently believes that such matter would
not have a material  adverse  effect on its results of  operations  or financial
condition.  The  Corporation  will  continue to invest in new  technologies  and
state-of-art systems to support its core businesses.

Forward Looking Statements

     The foregoing Management's Discussion and Analysis includes forward looking
statements.  Statements that describe future  expectations,  plans or strategies
are considered forward looking. Such statements are subject to certain risks and
uncertainties,  which could cause actual results to differ materially from those
currently anticipated. Factors that could affect actual results are described on
page 40 of this Annual Report to Shareholders.
<PAGE>

                    Report of Independent Public Accountants

To the Shareholders of Banta Corporation:

     We have  audited  the  accompanying  consolidated  balance  sheets of Banta
Corporation (a Wisconsin corporation) and subsidiaries as of January 1, 2000 and
January  2,  1999,  and  the  related   consolidated   statements  of  earnings,
shareholders'  investment  and cash  flows for each of the  fiscal  years in the
three-year  period ended January 1, 2000.  These  financial  statements  are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position of Banta  Corporation  and
subsidiaries as of January 1, 2000 and January 2, 1999, and the results of their
operations  and their cash flows for each of the fiscal years in the  three-year
period ended January 1, 2000, in conformity with generally  accepted  accounting
principles.


/s/  Arthur Andersen LLP
--------------------------------
Arthur Andersen LLP

Milwaukee, Wisconsin
January 31, 2000




Responsibility for Financial Statements

     The  Consolidated  Financial  Statements  and  other  financial  references
appearing in this Annual Report were  prepared by management in conformity  with
generally  accepted  accounting  principles  appropriate for the  circumstances.
Where acceptable alternative accounting principles exist, as described in Note 1
of the Notes to the Consolidated Financial Statements,  management uses its best
judgment  in  selecting  those  principles  that  reflect  fairly the  financial
position and results of operations of the  Corporation.  The accounting  records
and systems of internal  control are designed to reflect the transactions of the
Corporation in accordance with  established  policies and procedures.  Financial
and operational  reviews are undertaken by management to provide  assurance that
the  books  and  records  properly  reflect   transactions   authorized  by  the
Corporation.

     The Consolidated  Financial Statements appearing in this Annual Report have
been audited by Arthur  Andersen  LLP. Its audits were made in  accordance  with
generally accepted auditing standards and provide an independent review of those
management  responsibilities  that  relate  to the  preparation  of this  Annual
Report.

     The Audit  Committee of the Board of Directors,  comprised of directors who
are not officers or employees,  reviews the financial and accounting  reports of
the  Corporation,  including  a review  and  discussion  of the  principles  and
procedures  used by management in preparation of the financial  statements.  The
independent  auditors have full and free access to the Audit  Committee and meet
with it to review the results of the audit  engagement,  the  preparation of the
Annual Report and to discuss auditing and financial reporting matters.


<PAGE>


                          Consolidated Balance Sheets

January 1, 2000, and January 2, 1999
--------------------------------------------------------------------------------
Dollars in thousands                                      1999           1998
--------------------------------------------------------------------------------
Assets

Current Assets:
  Cash and cash equivalents                            $  27,651      $  26,584
  Receivables, less reserves of $4,927
    and $3,835, respectively                             218,047        233,200
  Inventories                                             86,094         74,724
  Prepaid expenses                                         7,074          7,887
  Deferred income taxes                                   16,995         12,225
                                                       ---------      ---------
                                                         355,861        354,620
Plant and Equipment:
  Land                                                     9,002          8,371
  Buildings and improvements                             125,445        111,143
  Machinery and equipment                                677,353        638,926
                                                       ---------      ---------
                                                         811,800        758,440
  Less accumulated depreciation                         (484,450)      (439,805)
                                                       ---------      ---------
                                                         327,350        318,635
Other Assets                                              31,111         20,989
Cost in Excess of Net Assets of
  Businesses Acquired                                     59,022         75,722
                                                       ---------      ---------
                                                       $ 773,344      $ 769,966
                                                       =========      =========


Liabilities and Shareholders' Investment

Current Liabilities:
  Short-term debt                                      $  88,499      $  36,140
  Accounts payable                                        96,456        107,649
  Accrued salaries and wages                              31,848         25,085
  Other accrued liabilities                               21,435         20,706
  Current maturities of long-term debt                     7,115          6,911
                                                       ---------      ---------
                                                         245,353        196,491
Non-current Liabilities:
  Long-term debt                                         113,520        120,628
  Deferred income taxes                                   20,382         22,214
  Other non-current liabilities                           40,314         20,702
                                                       ---------      ---------
                                                         174,216        163,544
Shareholders' Investment:
  Common stock - $.10 par value, authorized
    75,000,000 shares; 25,825,803 and 28,260,957
    shares issued and outstanding, respectively            2,583          2,826
  Amount in excess of par value of stock                       -              -
  Accumulated other comprehensive loss                    (6,389)        (2,308)
  Treasury stock, at cost                                (42,790)             -
  Retained earnings                                      400,371        409,413
                                                       ---------      ---------
                                                         353,775        409,931
                                                       ---------      ---------
                                                       $ 773,344      $ 769,966
                                                       =========      =========

The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.

<PAGE>


                      Consolidated Statements of Earnings

For the Periods Ended January 1, 2000, January 2, 1999, and January 3, 1998
--------------------------------------------------------------------------------
Dollars in thousands
  (except earnings per share)               1999          1998          1997
--------------------------------------------------------------------------------
Net sales                                $1,278,278    $1,335,796    $1,202,483
Cost of goods sold                        1,011,916     1,070,319       963,920
                                         ----------    ----------    ----------
   Gross Earnings                           266,362       265,477       238,563

Selling and administrative expenses         162,992       167,932       145,519
Restructuring charge                         55,000             -        13,500
                                         ----------    ----------    ----------
   Earnings from Operations                  48,370        97,545        79,544

Interest expense                            (12,362)      (10,825)      (11,062)
Other (expense) income, net                  (1,398)         (630)        2,341
                                         ----------    ----------    ----------
   Earnings Before Income Taxes              34,610        86,090        70,823

Provision for income taxes                   18,600        33,150        27,500
                                         ----------    ----------    ----------
   Net Earnings                          $   16,010    $   52,940    $   43,323
                                         ==========    ==========    ==========

   Basic Earnings per Share of
     Common Stock                        $      .59    $     1.80    $     1.45
                                         ==========    ==========    ==========
   Diluted Earnings per Share
     of Common Stock                     $      .59    $     1.80    $     1.44
                                         ==========    ==========    ==========

------------------------------
The accompanying notes to consolidated financial statements are an integral part
of these statements.


<PAGE>

                     Consolidated Statements of Cash Flows

For the Periods Ended January 1, 2000, January 2, 1999, and January 3, 1998
--------------------------------------------------------------------------------
Dollars in thousands                                1999       1998       1997
--------------------------------------------------------------------------------
Cash Flows from Operating Activities

Net earnings                                     $ 16,010   $ 52,940   $ 43,323
Adjustments to reconcile net earnings
 to net cash provided by operating
 activities, net of acquisitions:
   Depreciation and amortization                   68,212     66,862     62,107
   Deferred income taxes                           (8,541)       195     (5,128)
   Restructuring charge                            55,000          -     13,500
   Restructuring charges paid                     (12,151)    (3,733)    (1,843)
   Change in assets and liabilities,
    net of effects of acquisitions:
      Decrease (increase) in receivables           14,253     (4,077)    (2,603)
      (Increase) decrease in inventories           (7,809)    20,017    (10,931)
      Decrease (increase) in other current
       assets                                         813      1,036     (1,806)
      (Decrease) increase in accounts
        payable and accrued liabilities            (3,319)    (4,625)    23,843
      (Increase) decrease in other
        non-current assets                           (875)     3,462       (832)
      Other, net                                    3,990      3,782     (1,890)
                                                 --------   --------   --------
Cash provided by operating activities             125,583    135,859    117,740

Cash Flows from Investing Activities

Capital expenditures                              (83,952)   (55,412)   (63,065)
Proceeds from sale of plant and equipment           3,836      6,634      3,571
Cash used for acquisitions, net of
 cash acquired                                     (5,750)    (7,434)   (75,598)
Additions to long-term investments                (13,220)    (5,741)    (1,806)
                                                 --------   --------   --------
Cash used for investing activities                (99,086)   (61,953)  (136,898)

Cash Flows from Financing Activities

Short-term debt proceeds, net                      52,359      2,260     29,260
Proceeds from issuance of long-term debt                -          -      1,600
Payments on long-term debt                         (6,904)    (7,712)    (5,697)
Proceeds from exercise of stock options             2,774      3,738      3,418
Dividends paid                                    (15,317)   (15,018)   (14,146)
Repurchase of common stock                        (58,342)   (47,022)   (36,262)
                                                 --------   --------   --------
Cash used for financing activities                (25,430)   (63,754)   (21,827)

Net increase (decrease) in cash and
 cash equivalents                                   1,067     10,152    (40,985)

Cash and cash equivalents at beginning of year     26,584     16,432     57,417
                                                 --------   --------   --------
Cash and cash equivalents at end of year         $ 27,651   $ 26,584   $ 16,432
                                                 ========   ========   ========

Cash payments for:
  Interest, net of amount capitalized            $ 12,634   $ 12,101   $ 10,818
  Income taxes                                     17,448     33,481     30,583

The accompanying notes to consolidated financial statements are an integral part
of these statements.


<PAGE>

<TABLE>
                                         Consolidated Statements of Shareholders' Investment

For the Periods Ended January 1, 2000, January 2, 1999, and January 3, 1998
---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                Common  Stock                     Accumulated
                                             --------------------    Amount in       Other
                                               Shares        Par     Excess of   Comprehensive  Retained    Treasury
Dollars in thousands                         Outstanding    Value    Par Value       Income     Earnings      Stock     Total
---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>       <C>            <C>         <C>         <C>         <C>
Balance, December 28, 1996                   30,969,069    $3,097    $ 66,119       $  1,473    $349,903    $           $420,592
                                                                                                                        --------
Net earnings                                                                                      43,323                  43,323
Cumulative translation adjustment                                                     (4,971)                             (4,971)
                                                                                                                        --------
Comprehensive income                                                                                                      38,352
Cash dividends ($.47 per share)                                                                  (14,146)                (14,146)
Stock options exercised                         204,914        20       3,397                                              3,417
Repurchase of common stock                   (1,456,900)     (146)    (36,116)                                           (36,262)
Stock issued for acquisition                     75,715         8       2,131                                              2,139
Other                                               481                    11                                                 11
                                             ----------    ------    --------       --------    --------    --------    --------
Balance, January 3, 1998                     29,793,279     2,979      35,542         (3,498)    379,080                 414,103
                                                                                                                        --------
Net earnings                                                                                      52,940                  52,940
Cumulative translation adjustment                                                      1,190                               1,190
                                                                                                                        --------
Comprehensive income                                                                                                      54,130
Cash dividends ($.51 per share)                                                                  (15,018)                (15,018)
Stock options exercised                         166,578        17       3,721                                              3,738
Repurchase of common stock                   (1,698,900)     (170)    (39,263)        (7,589)                            (47,022)
                                             ----------    ------    --------       --------    --------    --------    --------
Balance, January 2, 1999                     28,260,957     2,826           -         (2,308)    409,413                 409,931
                                                                                                                        --------
Net earnings                                                                                      16,010                  16,010
Cumulative translation adjustment                                                     (4,081)                             (4,081)
                                                                                                                        --------
Comprehensive income                                                                                                      11,929
Change in accounting principle (Note 1)                                                            2,800                   2,800
Cash dividends ($.56 per share)                                                                  (15,317)                (15,317)
Stock options exercised                         137,246        14       2,760                                              2,774
Repurchase of common stock                   (2,572,400)     (257)     (2,760)                   (12,535)    (42,790)    (58,342)
                                             ----------    ------    --------       --------    --------    --------    --------
Balance, January 1, 2000                     25,825,803    $2,583           -       $ (6,389)   $400,371    $(42,790)   $353,775
                                             ==========    ======                   ========    ========    ========    ========


-----------------------------------------

There are 300,000 shares of $10 par value preferred stock authorized, none of which is issued.

The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>



<PAGE>

Notes to Consolidated Financial Statements

For the Periods Ended January 1, 2000, January 2, 1999, and January 3, 1998

Note 1: Summary of Accounting Policies

     Significant  accounting  policies  followed by the Banta  Corporation  (the
"Corporation"  or  "Banta")  in  maintaining  financial  records  and  preparing
financial statements are:

     Business The Corporation provides a wide variety of print and print-related
services  to  publishers  of  educational  and general  books,  special-interest
magazines, consumer and business catalogs, and direct marketing materials. Banta
also offers supply-chain  management  services,  digital services and single-use
healthcare products.  Customers, who are primarily located throughout the United
States and Europe,  are granted credit on an unsecured basis. No single customer
accounted for more than 10% of consolidated sales during 1999, 1998 or 1997.

     Year-end The  Corporation's  operating year ends on the Saturday closest to
December 31. Operating years 1999 and 1998 ended on January 1, 2000, and January
2, 1999,  respectively,  and  comprised  52 weeks  each.  The year 1997 ended on
January 3, 1998, and comprised 53 weeks.

     Principles of Consolidation The consolidated  financial  statements include
the  accounts  of  the  Corporation  and  its   subsidiaries.   All  significant
intercompany accounts and transactions have been eliminated.

     Recognition of Sales The Corporation  primarily  recognizes  revenue at the
time the products are shipped or as services are  performed.  Substantially  all
such sales are produced to customer  specifications,  therefore, the Corporation
has no material amounts of finished goods inventory.

     Earnings Per Share of Common Stock Basic earnings per share of common stock
is computed by dividing net earnings by the  weighted  average  number of common
shares outstanding during the period. Diluted earnings per share of common stock
is computed by dividing net earnings by the  weighted  average  number of common
shares and common  equivalent  shares,  which  relate  entirely  to the  assumed
exercise  of stock  options.  Average  common  shares for  computation  of basic
earnings per share were 27,153,280, 29,334,298, and 29,973,736 in 1999, 1998 and
1997, respectively.  Average common and common equivalent shares for computation
of diluted  earnings per share were  27,177,205,  29,474,873,  and 30,113,098 in
1999, 1998 and 1997, respectively.

     The shares outstanding used to compute diluted earnings per share for 1999,
1998 and 1997 excluded  outstanding options to purchase 1,391,777,  329,062, and
318,850 shares of common stock,  respectively,  with  weighted-average  exercise
prices of $26.20,  $26.73, and $27.66,  respectively.  The options were excluded
because their exercise  prices were greater than the average market price of the
common  shares  and  their  inclusion  in  the   computation   would  have  been
antidilutive.

     Foreign Currency  Translation  Financial statements of foreign subsidiaries
are translated  into United States dollars in accordance  with the provisions of
Statement of Financial  Accounting  Standards  ("SFAS") No. 52. Foreign currency
transaction gains and losses were insignificant in 1999, 1998 and 1997.

     Capitalized Interest The Corporation capitalizes interest on major building
and equipment  installations  and  depreciates  the amount over the lives of the
related assets. The total interest incurred was $13,100,000 in 1999, $11,756,000
in 1998, and $12,007,000 in 1997 of which $738,000,  $931,000,  and $945,000 was
capitalized in 1999, 1998 and 1997, respectively.

     Cash and Cash Equivalents Short-term  investments,  with maturities of less
than 90 days at the  date of  purchase,  are  considered  cash  equivalents  for
purposes of the accompanying  consolidated balance sheets and statements of cash
flows. These investments are stated at cost which approximates market.

     Inventories At January 1, 2000, the Corporation's inventories are stated at
the  lower of cost or  market  using  the  first-in,  first-out  (FIFO)  method.
Effective  January 3, 1999,  certain  operations  (comprising  approximately one
third of the  Corporation's  inventories)  changed from the  last-in,  first-out
basis to FIFO. The change in accounting  principles was made to provide a better
matching of revenue and expenses. This accounting change was not material to the
financial  statements,  and  accordingly,  no  retroactive  restatement of prior
years' financial  statements was made.  Inventories include material,  labor and
manufacturing overhead.
<PAGE>
     Inventory amounts at January 1, 2000, and January 2, 1999, were as follows:

         Dollars in thousands                    1999         1998
         --------------------                    ----         ----
     Raw materials and supplies                 $51,425      $35,270
     Work-in-process and finished goods          34,669       43,963
                                                -------      -------
     FIFO value of all inventories               86,094       79,233
     LIFO reserve                                     -       (4,509)
                                                -------      -------
     Net inventories                            $86,094      $74,724
                                                =======      =======

     Plant and  Equipment  Plant and  equipment  (including  major  renewals and
betterments)  are carried at cost and depreciated over the estimated useful life
of  the  assets.   Substantially   all   depreciation   is  computed  using  the
straight-line method for financial reporting purposes.  Accelerated depreciation
methods  are  used  for  tax  purposes.  Leasehold  improvements  are  generally
amortized  over the term of the leases on a  straight-line  basis.  The  general
range of useful lives for  financial  reporting is 15 to 30 years for  buildings
and improvements and 3 to 10 years for machinery and equipment.

     Product  Development  Costs  incurred in the  development  of new products,
prior to  establishing  technological  feasibility,  are  charged  to expense as
incurred.  SFAS No. 86,  "Accounting  for the Costs of  Computer  Software to be
Sold, Leased or Otherwise Marketed," requires capitalization of certain software
development costs subsequent to the establishment of technological  feasibility.
Based  upon  the  Corporation's   product  development  process,   technological
feasibility is established  upon  completion of a detailed  design.  Capitalized
software costs will be amortized on a product-by-product  basis over a period of
three to five years, depending on the estimated useful life of the software. The
unamortized  balance,  as  included  in  other  assets,  was  $11,509,000,   and
$7,547,000  at  January  1,  2000,  and  January  2,  1999,  respectively.   The
Corporation  believes the capitalized  software development costs are realizable
based on the projected undiscounted earnings of the business.

     Income Taxes Deferred tax  liabilities  and assets are determined  based on
the  difference  between  the book and the tax basis of assets  and  liabilities
using  enacted  tax rates in effect  for the year in which the  differences  are
expected to reverse.

     Cost in Excess of Net Assets of  Businesses  Acquired Cost in excess of net
assets of businesses  acquired  ("goodwill")  is amortized  and charged  against
operations  on a  straight-line  method  over  periods  of 20 to 25  years.  The
realizability  of goodwill is  evaluated  annually  based upon the  undiscounted
earnings of the  businesses  acquired  compared with the  unamortized  amount of
goodwill.  Accumulated amortization of goodwill was $12,155,000, and $10,700,000
as of January 1, 2000, and January 2, 1999, respectively.

     Use of Estimates The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the reported amounts and related disclosures. Actual
results could differ from those estimates.

     Derivative  Financial  Instruments In June 1998,  the Financial  Accounting
Standards  Board  ("FASB")  issued  SFAS No.  133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities."  This  standard  requires  that an entity
recognize  derivatives  as either assets or liabilities on its balance sheet and
measure those  instruments at fair value. In June 1999, the FASB issued SFAS No.
137 which  deferred the effective date of adoption of SFAS No. 133 for one year.
The  Corporation  intends to adopt this standard no later than the first quarter
of 2001. The Corporation  occasionally  utilizes interest rate swaps and foreign
currency forward exchange  contracts to hedge specific interest rate and foreign
currency  exposures.  These  derivative  financial  instruments are not used for
trading purposes.  The Corporation was party to no material derivative financial
instrument contracts in 1999, 1998 or 1997.

Note 2: Acquisitions

     Groupo Imagen Joint  Venture In July 1999,  the  Corporation  acquired a 50
percent equity interest in a newly formed joint venture for  approximately  $5.8
million.  The  joint  venture,  Banta G.  Imagen  S. de R.L.  de C.V.,  based in
Queretaro,  Mexico,  provides  a  variety  of  products  and  services  for  the
commercial print market. The equity method of accounting will be used to account
for this investment prospectively as of the acquisition date.

     Other   Acquisitions   During  1998,  the  Corporation   acquired  all  the
outstanding capital stock of Type Designs,  Inc., which provides a full range of
design and graphic production services. The Corporation also acquired the assets
and assumed certain  liabilities of Meadows  Information  Systems,  Inc.,  which
develops  page layout and design  software  products.  These  acquisitions  were
accounted for as purchases with a combined acquisition price of $4.2 million.

     In September of 1997, the  Corporation  acquired The Omnia Group  ("Omnia")
for approximately  $50.7 million.  Omnia is a supplier of single-use medical and
dental  products.  The purchase price plus the liabilities  assumed exceeded the
fair value of the  tangible  assets and  identified  intangible  assets by $19.4
million.  In October of 1997, the  Corporation  acquired  Greenfield  Printing &
Publishing Company ("Greenfield") for $21.3 million.  Greenfield is a printer of
special-interest  and trade  magazines.  The purchase price plus the liabilities
assumed exceeded the fair value of the tangible assets and identified intangible
assets  by $13.8  million.  Both of these  acquisitions  were  accounted  for as
purchases.
<PAGE>
Note 3: Short-term Debt

     The Corporation generally obtains short-term financing through the issuance
of commercial paper and borrowing against lines of credit with banks. At January
1, 2000, the Corporation had credit  facilities  totaling $113 million.  Of this
total, $105 million  represents credit facilities made available by three banks,
which can be used to support both commercial paper and unsecured borrowings. The
remaining $8 million is a secured  credit  facility  denominated in Irish punts,
which is used to finance the Corporation's European operations.

     At  January  1,  2000,  the  Corporation  had  notes  payable   outstanding
aggregating  $88.5 million against the credit  facilities,  which included $75.7
million in commercial  paper with a weighted  average interest rate of 6.1%. The
remaining $12.8 million was an outstanding  balance on the line of credit with a
weighted  average interest rate of 7.5%. At January 2, 1999, the Corporation had
notes  payable   outstanding   aggregating  $36.1  million  against  the  credit
facilities, which consisted entirely of commercial paper with a weighted average
interest rate of 5.6%. The maximum  outstanding  borrowings during 1999 and 1998
were $88.5 and $44.5 million,  respectively.  The average outstanding borrowings
during  1999  and  1998  were  $49.8  and  $24.5  million,   respectively.   The
weighted-average  interest  rates on such  borrowings  during 1999 and 1998 were
5.4% and 5.6%, respectively.

Note 4: Long-term Debt

     Long-term debt,  including amounts payable within one year, consists of the
following:

--------------------------------------------------------------------------------
Dollars in thousands                    Maturities      1999        1998
--------------------------------------------------------------------------------
Promissory Notes:
6.81%                                       2004-2010     $ 35,000     $ 35,000
7.62%                                       2000-2009       22,619       25,000
7.98%                                       2000-2010       25,000       25,000
9.53%                                       2000-2005       10,909       12,727
7.38%                                       2005-2015       15,000       15,000
10.11%                                              -            -        1,500

Notes Payable and Capital Lease
  Obligations, generally fixed
  rates of interest, 6.0% to 9.8%           2000-2002        5,400        6,322

Industrial Revenue Bonds:
  Floating rates of interest,
    approximating 80% of the prime rate     2000-2015        6,307        6,450
  Fixed rate of interest at 7.5%            2000-2002          400          540
                                                          --------     --------
                                                           120,635      127,539
Less current maturities                                     (7,115)      (6,911)
                                                          --------     --------
Long-term debt                                            $113,520     $120,628
                                                          ========     ========

     Maturities  of  long-term  debt  during  the next  five  years  are:  2000,
$7,115,000;  2001, $9,327,000;  2002, $12,425,000;  2003, $6,580,000;  and 2004,
$6,580,000.  Industrial  Revenue  Bonds  aggregating  $1,500,000  are secured by
certain real estate and equipment.

     The Promissory  Note  agreements  contain  various  operating and financial
covenants.  The more restrictive of these covenants require that working capital
be maintained  at a minimum of  $40,000,000,  current  assets be 150% of current
liabilities and consolidated  tangible net worth be not less than  $125,000,000.
Funded  debt of up to 50% of the sum of  consolidated  tangible  net  worth  and
consolidated   funded  debt  may  be  incurred  without  prior  consent  of  the
noteholders.  The  Corporation  may  incur  short-term  debt  of  up to  25%  of
consolidated  tangible  net worth at any time and is  required to be free of all
such  obligations in excess of 12.5% of  consolidated  tangible net worth for 60
consecutive  days each year. The agreements  also contain  limitations on leases
and ratable security on certain types of liens.

     One of the Promissory Note agreements  contains  covenants,  which restrict
the  payment  of  dividends.  As of January 1,  2000,  $89,965,000  of  retained
earnings was available for the payment of dividends  under the most  restrictive
of such covenants.

     Based on the borrowing  rates  currently  available to the  Corporation for
loans with  similar  terms and average  maturities,  the fair value of long-term
debt as of January 1, 2000, including current maturities, was $121,254,000.


<PAGE>

Note 5: Stock Option Plans

     At January 1, 2000, the  Corporation  had options  outstanding or available
for grant under two stock option plans - the 1995 Equity  Incentive Plan and the
1991 Stock Option Plan.  Under the plans,  options to purchase  common stock are
granted to officers  and key  employees  at prices not less than the fair market
value of the common stock on the date of the grant.  Options  granted  under the
1991 plan may be exercised up to five years after the date of the grant. Options
granted  under the 1995 plan may be  exercised  up to ten years from the date of
the grant. At January 1, 2000, 623,515 shares of the Corporation's  common stock
were reserved for future option grants.

     The plans  permit  participants  to use option  shares  for the  purpose of
offsetting  income tax  liabilities  incurred upon the exercise of stock options
and allow for grants of either  Incentive  Stock Options or  Nonstatutory  Stock
Options.  The plans include  provisions that authorize  options to be granted to
non-employee Directors.

     The following table summarizes activity under the stock option plans:

--------------------------------------------------------------------------------
                                                                     Weighted
                                  Options        Price Range       Average Price
--------------------------------------------------------------------------------
Outstanding at
  December 28, 1996             1,779,231        $15  -  $29           $22
    Granted                       402,500         25  -   26            26
    Exercised                    (398,461)        15  -   23            18
    Canceled or expired           (60,003)        21  -   28            25

Outstanding at
  January 3, 1998               1,723,267         18  -   29            24
    Granted                       575,200         24  -   31            26
    Exercised                    (287,777)        18  -   28            23
    Canceled or expired           (65,320)        21  -   29            25

Outstanding at
  January 2, 1999               1,945,370         20  -   31            25
    Granted                       691,000         19  -   24            23
    Exercised                    (277,855)        21  -   24            21
    Canceled or expired          (217,531)        20  -   31            26

Outstanding at
  January 1, 2000               2,140,984        $19  -  $31           $25


     Of the options  outstanding at January 1, 2000,  1,014,305 were exercisable
at prices ranging from $21 to $31, and a weighted average of $25. The balance of
the options  become  exercisable at various times through 2002 at prices ranging
from $19 to $26, and a weighted average of $24.

     During  1999,  1998  and  1997,  140,609,   121,199,  and  193,547  shares,
respectively,  were submitted to the  Corporation  in partial  payment for stock
option exercises and to offset income tax liabilities.  The Corporation canceled
these shares.

     The  Corporation  accounts for stock options  pursuant to the provisions of
APB Opinion No. 25, which requires no  compensation  cost to be recognized  when
stock  options are  granted.  If the  Corporation  had charged  earnings for the
compensation cost related to its stock option grants determined  consistent with
Financial  Accounting  Standards  Board  Statement No. 123, its net earnings and
earnings per share would have been reduced to the following pro forma amounts:

--------------------------------------------------------------------------------
    Dollars in thousands,
    except per share amounts                   1999        1998        1997
--------------------------------------------------------------------------------
    Net Earnings:
             As Reported                     $16,010     $52,940     $43,323
             Pro Forma                        14,123      50,895      42,032

    Earnings per share of common stock:

    Basic:   As Reported                       $0.59       $1.80       $1.45
             Pro Forma                          0.52        1.74        1.40

    Diluted: As Reported                        0.59        1.80        1.44
             Pro Forma                          0.52        1.73        1.40


     The fair value of each option grant is estimated on the date of grant using
the  Black-Scholes  option  pricing  model with the  following  weighted-average
assumptions  used for  grants in 1999,  1998 and 1997,  respectively:  risk-free
interest rates of 5.9%, 4.5%, and 6.2%;  expected dividend yields of 2.0%, 2.0%,
and 1.7%; expected lives of 6.0, 5.7, and 4.9 years; expected volatility of 33%,
30%, and 25%. The  weighted  average fair value of the options  granted in 1999,
1998 and 1997 was $5.89, $6.73, and $7.65, respectively.

Note 6: Operating Leases

     The Corporation leases a variety of assets used in its operations including
manufacturing   facilities,   warehouses,   office  space,   office   equipment,
automobiles and trucks. Annual rentals amounted to $13,819,000, $16,219,000, and
$12,748,000 in 1999, 1998 and 1997, respectively. Minimum rental commitments for
the years 2000 through 2004  aggregate  $11,245,000,  $10,972,000,  $10,259,000,
$9,788,000, and $11,003,000, respectively, and $36,852,000, thereafter.


<PAGE>

Note 7: Restructuring Charge

     In the second quarter of 1999,  the  Corporation  recorded a  restructuring
charge,  including  related asset  writedowns,  of $55.0 million ($38.5 million,
after tax). The restructuring primarily involved the Corporation's print segment
and  resulted  in  three  facility  closings  and  the  elimination  of  certain
underperforming  business assets.  The restructuring  also resulted in workforce
reductions of approximately 650 employees (350 employees at the three facilities
closed) and the writedown of certain long-lived assets, including goodwill.

     Actions  within the print  segment  resulted  in  restructuring  charges of
approximately $44.8 million and, most significantly, included the closure of the
mailing and fulfillment facility in Berkeley, Illinois, the prepress facility in
Charlotte,  North Carolina,  and the printing plant in Kent,  Washington.  These
closings  and the related  asset  writedowns  were  primarily  the result of the
Corporation's   decision  to  exit  non-strategic   businesses  and  discontinue
activities that management determined were unlikely to deliver future acceptable
profitability and shareholder value. Initiatives within the turnkey services and
healthcare  products business  operations  resulted in restructuring  charges of
$9.0  million  and  primarily  related  to the  elimination  or  realignment  of
manufacturing  capacity  to meet  future  customer  sourcing  requirements.  The
remaining  portion  of  the  charge  (approximately  $1.2  million)  related  to
severance and other restructuring costs at the corporate headquarters.

     The cash and noncash elements of the restructuring charge approximate $24.1
million and $30.9 million, respectively.

     Details of the restructuring charge are as follows (in thousands):

--------------------------------------------------------------------------------
                                       Original
                                     Restructuring     Used in      Year-End
   Dollars in thousands                 Charge          1999        Balance
--------------------------------------------------------------------------------
   Writedown of intangible assets,
     including goodwill                $15,600        $(15,600)     $     -
   Writedown of tangible assets         15,300         (15,300)           -
   Lease termination payments           11,500          (2,764)       8,736
   Employee severance and
     termination benefits                8,300          (6,588)       1,712
   Other facility exit costs             4,300          (2,799)       1,501
                                       -------        --------      -------
         Total                         $55,000        $(43,051)     $11,949
                                       =======        ========      =======


     For  facilities  to be closed or  operations  with  manufacturing  capacity
eliminated,  the  tangible  assets to be disposed of have been  written  down to
their estimated fair value,  less cost of disposal.  The fair value for tangible
assets  written  down  approximated  $3.4  million  and was  determined  through
internal  manufacturing  valuation studies. All intangible asset carrying values
associated  with the facility  closings have been  eliminated.  As of January 1,
2000, cash outflows have been $12,151,000. It is expected that the restructuring
actions will be substantially completed by midyear of 2000.

     In the third  quarter of 1997,  the  Corporation  recorded a  restructuring
charge of $13.5  million  ($8.1  million  after tax and $.27 per  common  share)
related to the sale of its  point-of-purchase  sign and  display  business,  the
discontinuation of the intaglio  print-based  security products business and the
interactive  video  operation,  and the  closing of three Banta  Global  Turnkey
facilities. During 1998, the restructuring initiatives were completed.


<PAGE>
Note 8: Employee Benefit Plans

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

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

     Net   periodic   pension   and   postretirement   benefit   costs  for  the
Corporation-sponsored plans, were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                           Pension Benefits                Other Benefits
                                                    ------------------------------   --------------------------
Dollars in thousands                                  1999       1998       1997      1999      1998      1997
---------------------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>        <C>        <C>       <C>       <C>
Service cost-benefits earned during the year        $ 5,794    $ 5,261    $ 3,952    $1,144    $1,011    $  572
Interest cost on projected benefit obligation         6,442      5,930      5,310       855       781       657
Expected return on plan assets                       (9,015)    (8,001)    (6,606)                  -         -
Amortization of prior service cost                      443        437        444        26        26         -
Amortization of transition obligation (asset)          (394)      (395)      (400)      255       254       255
Amortization of net (gain) loss                         (96)       (25)      (253)        -        18         -
                                                    -------     ------    -------    ------    ------    ------
Net pension and other benefits expense              $ 3,174     $3,207    $ 2,447    $2,280    $2,090    $1,484
                                                    =======     ======    =======    ======    ======    ======
</TABLE>



<PAGE>

     Significant  assumptions used in determining net pension and postretirement
benefit expense for the Corporation's plans are as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                              Pension Benefits             Other Benefits
                                                           -----------------------     -----------------------
                                                           1999     1998     1997      1999     1998     1997
--------------------------------------------------------------------------------------------------------------
<S>                                                        <C>      <C>      <C>       <C>      <C>      <C>
Discount rate                                              7.00%    7.00%    7.75%     7.00%    7.00%    7.75%
Expected rate of increase in compensation                  4.0      4.0      4.0          -        -        -
Expected long-term rate of return on plan assets           9.5      9.5      9.0          -        -        -
</TABLE>


     All of the Corporation's pension plans, except the supplemental  retirement
plan, have assets in excess of the accumulated benefit obligation. The projected
benefit  obligation and  accumulated  benefit  obligation  for the  supplemental
retirement  plan were  $9,266,000  and  $6,044,000  in 1999,  respectively,  and
$8,792,000  and  $6,016,000  in 1998,  respectively.  Plan assets for the funded
plans include  commingled funds,  marketable equity securities and corporate and
government debt securities. The following table presents a reconciliation of the
funded status of the plans using an assumed  discount rate of 7.75% for 1999 and
7.00% for 1998:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                         Pension Benefits        Other Benefits
                                                                       ---------------------   -------------------
Dollars in thousands                                                     1999        1998        1999       1998
------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>         <C>         <C>        <C>
Change in benefit obligation:
  Benefit obligation at beginning of year                              $ 94,254    $ 86,382    $12,795    $10,957
  Service cost                                                            5,794       5,261      1,144      1,011
  Interest cost                                                           6,442       5,930        855        781
  Change in assumptions                                                 (10,818)        798     (2,108)      (387)
  Participants' contributions                                                 -           -        315        279
  Acquisitions                                                                -           -          -        176
  Plan amendments                                                            85           -          -        506
  Benefits paid                                                          (4,033)     (4,117)      (448)      (528)
                                                                       --------    --------    -------    -------
                                                                         91,724      94,254     12,553     12,795
                                                                       --------    --------    -------    -------

Change in plan assets:
  Fair value of plan assets at beginning of year                        105,579      94,069          -          -
  Actual return on plan assets                                           12,311      13,307          -          -
  Employer contributions                                                  1,335       2,320        133        249
  Participants' contributions                                                 -           -        315        279
  Benefits paid                                                          (4,033)     (4,117)      (448)      (528)
                                                                       --------    --------    -------    -------
                                                                        115,192     105,579          -          -
                                                                       --------    --------    -------    -------

Plan assets (in excess of) less than benefit obligation                 (23,468)    (11,325)    12,553     12,795
Unrecognized net gain (loss)                                             32,835      18,816        680     (1,427)
Unrecognized prior service cost                                          (2,691)     (3,049)      (454)      (481)
Unrecognized net asset (obligation)                                         947       1,340     (3,309)    (3,564)
Adjustment required to recognize minimum liability                          446       1,343          -          -
                                                                       --------    --------    -------    -------
Accrued pension cost (included in other non-current liabilities)       $  8,069    $  7,125    $ 9,470    $ 7,323
                                                                       ========    ========    =======    =======
Intangible asset recognized in Consolidated Balance Sheets             $    446    $  1,343    $     -    $     -
                                                                       ========    ========    =======    =======
</TABLE>

     Approximately 33% of the Corporation's  non-salaried  employees are covered
by  multi-employer  union-sponsored,   collectively  bargained  defined  benefit
pension plans. Pension expense includes $2,628,000,  $2,275,000,  and $2,284,000
in 1999, 1998 and 1997, respectively,  attributable to the multi-employer plans.
These costs are determined in accordance with the provisions of negotiated labor
contacts.

     The  Corporation  has  established  an  Incentive  Savings  Plan (401K) for
substantially all of its non-bargaining unit employees.  Employee  contributions
are partially  matched by the  Corporation in accordance with criteria set forth
in the plan. Matching  contributions charged to earnings for 1999, 1998 and 1997
were $2,832,000, $2,624,000, and $2,408,000, respectively.


<PAGE>
Note 9: Capital Stock

     Prior to 1997, the  Corporation was authorized by the Board of Directors to
purchase up to 1,500,000 shares of outstanding  common stock in the open market.
During 1997, 1,158,900 shares of outstanding common stock were repurchased under
this authority for an aggregate cost of $28,713,000. In 1997 the Corporation was
authorized by the Board of Directors to purchase up to an  additional  1,500,000
shares of  outstanding  common stock in the open market.  As of January 3, 1998,
298,000  shares of the  Corporation's  stock  had been  repurchased  under  this
authority at an aggregate cost of $7,549,000.  During 1998 an additional 125,000
shares  were  repurchased   under  this  authority  for  an  aggregate  cost  of
$3,232,000.

     In April  1998 the Board of  Directors  authorized  a new  program  for the
repurchase of $60 million of common stock.  This program was expanded in October
1998 for the  repurchase  of an additional  $50 million of common  stock.  As of
January  2,  1999,   1,573,900  shares  of  the  Corporation's  stock  had  been
repurchased  under this  authority at an aggregate cost of  $43,790,000.  During
1999, an additional  2,572,400 shares were repurchased  under this authority for
an aggregate cost of $58,342,000. In December 1999 this program was expanded for
the repurchase of an additional $100 million of common stock.

     Prior to the second  quarter of 1999,  all of the  repurchased  shares were
canceled.  Beginning April 4, 1999, the Corporation's repurchases of outstanding
common  stock  were  recorded  as  treasury  stock.  At  January  1,  2000,  the
Corporation held 1,883,300 shares of its common stock in treasury.  These shares
may be reissued  pursuant to the  Corporation's  stock option plans or for other
purposes.

     Pursuant to the  Corporation's  Shareholder  Rights Plan,  one common stock
purchase right is included with each  outstanding  share of common stock. In the
event the rights  become  exercisable,  each right will  initially  entitle  its
holder to buy one-half of one share of the Corporation's common stock at a price
of $40 per share (equivalent to $20 per one-half share),  subject to adjustment.
The rights will become  exercisable if a person or group acquires 20% or more of
the  Corporation's  common  stock or announces a tender offer for 20% or more of
the common stock. Upon the occurrence of certain events,  including a person, or
group,  acquiring 20% or more of the Corporation's common stock, each right will
entitle the holder to  purchase,  at the right's  then-current  exercise  price,
common stock of the Corporation or, depending on the circumstances, common stock
of the acquiring corporation having a market value of twice such exercise price.
The rights may be redeemed by the  Corporation  at a price of one cent per right
at any  time  prior  to the  rights  becoming  exercisable  or  prior  to  their
expiration  in November  2001.

Note 10:  Income Taxes

     The provision for income taxes consists of the following:

--------------------------------------------------------------------------------
   Dollars in thousands                 1999           1998           1997
--------------------------------------------------------------------------------
   Current:
     Federal                           $18,852        $25,525        $25,531
     State                               5,465          5,958          5,772
     Foreign                             2,824          1,472          1,325
                                       -------        -------        -------
                                        27,141         32,955         32,628
   Deferred                             (8,541)           195         (5,128)
                                       -------        -------        -------
   Provision for income taxes          $18,600        $33,150        $27,500
                                       =======        =======        =======

     Below is a reconciliation  of the statutory federal income tax rate and the
effective income tax rate:

--------------------------------------------------------------------------------
                                            1999           1998           1997
--------------------------------------------------------------------------------
Statutory federal tax rate                  35.0%          35.0%          35.0%
Subsidiary basis adjustment                  7.9              -              -
State and local income taxes,
  less applicable federal tax benefit        5.6            4.2            3.9
Amortization of nondeductible goodwill       2.3             .6             .1
Other, net                                   2.9           (1.3)           (.2)
                                            ----           ----           ----
Effective income tax rate                   53.7%          38.5%          38.8%
                                            ====           ====           ====

     Temporary  differences  which  give rise to the  deferred  tax  assets  and
liabilities at January 1, 2000, and January 2, 1999, are as follows:

--------------------------------------------------------------------------------
Dollars in thousands                                    1999           1998
--------------------------------------------------------------------------------
Net current deferred tax assets:
  Vacation accrual                                    $  3,327       $  3,224
  Other accrued liabilities                             12,518          5,331
  Reserve for uncollectible accounts                     1,672          1,359
  Other                                                   (522)         2,311
                                                      --------       --------
                                                      $ 16,995       $ 12,225
                                                      ========       ========

Net long-term deferred tax liabilities:
  Accelerated depreciation                            $(29,215)      $(31,639)
  Goodwill amortization                                   (753)        (1,143)
  Accrued pension cost                                   3,068          2,296
  Accrued postretirement benefit cost                    3,666          2,958
  Deferred compensation                                  3,695          2,290
  Other                                                   (843)         3,024
                                                      --------       --------
                                                      $(20,382)      $(22,214)
                                                      ========       ========


<PAGE>

     No United States  deferred  taxes have been  provided on the  undistributed
foreign subsidiary earnings which aggregated  $7,268,000 at January 1, 2000, and
are considered  permanently invested.  If undistributed  earnings were remitted,
tax credits would substantially offset any resulting domestic tax liability.

     The  non-United   States  component  of  income  before  income  taxes  was
$6,730,000, $5,498,000, and $3,886,000 in 1999, 1998, and 1997, respectively.

Note 11: Contingencies

     The Corporation is involved in various  claims,  including those related to
environmental matters, and lawsuits arising in the normal course of business. In
the opinion of management,  the ultimate liability, if any, for these claims and
lawsuits beyond any reserves already provided,  will not have a material adverse
effect on the consolidated  statements of earnings of the Corporation.

Note 12:  Segment Information

     The  Corporation  operates  in two  primary  business  segments,  print and
turnkey services,  with other business  operations in healthcare  products.  The
print segment provides  products,  including  digital  imaging,  and services to
publishers of educational and general books, and special-interest magazines, and
is a supplier of consumer and business catalogs, and direct marketing materials.
Turnkey services provides supply-chain management, product assembly, fulfillment
and product  localization  services  primarily  to  technology  companies in the
United  States and  Europe.  Healthcare  products  is  primarily  engaged in the
production of disposable products used in outpatient clinics, dental offices and
hospitals.

     These  operations  are  strategic  business  units that  service  different
markets and offer different  products and services.

     The accounting  policies of the segments are the same as those described in
the Summary of Accounting Policies.  The Corporation evaluates performance based
on earnings from operations. Summarized segment data for 1999, 1998 and 1997 are
as follows:

--------------------------------------------------------------------------------
                                               Turnkey
Dollars in thousands               Printing    Services   Healthcare    Total
--------------------------------------------------------------------------------
1999
Net sales                         $  960,150   $213,397    $104,731   $1,278,278
Intersegment sales                     5,265        140           -        5,405
Depreciation and amortization         59,213      3,532       4,370       67,115
Earnings from operations              48,590      4,558      11,792       64,940
Operating earnings before
  restructuring charge                93,410     10,308      14,992      118,710
Significant non-recurring items:
  Restructuring charge                44,820      5,750       3,200       53,770
Total assets                         562,677    114,296      72,160      749,133
Capital expenditures                  65,656     13,946       3,595       83,197

1998
Net sales                         $1,003,913   $226,286    $105,597   $1,335,796
Intersegment sales                     6,699        688           -        7,387
Depreciation and amortization         59,274      2,878       2,682       64,834
Earnings from operations              92,764      5,407      16,715      114,886
Total assets                         542,508    128,044      76,462      747,014
Capital expenditures                  43,420      3,950       5,992       53,362



<PAGE>

--------------------------------------------------------------------------------
Dollars in thousands                   Printing       All Other(1)      Total
--------------------------------------------------------------------------------
1997
Net sales                              $936,019         $266,464     $1,202,483
Intersegment sales                        7,501            1,215          8,716
Depreciation and amortization            56,241            4,640         60,881
Earnings from operations                 81,956           11,541         93,497
Operating earnings before
  restructuring charge                   91,456           15,541        106,997
Significant non-recurring items:
  Restructuring charge                    9,500            4,000         13,500
Total assets                            568,298          191,793        760,091
Capital expenditures                     54,092           7,460         61,552

----------------------------

(1)  "All Other" includes the operations  within turnkey services and healthcare
     products which have been aggregated.  Separate segment data was impractical
     to present.


     The  following   table  presents  a   reconciliation   of  certain  segment
information to the totals contained in the Consolidated Financial Statements:

--------------------------------------------------------------------------------
Dollars in thousands                     1999           1998           1997
--------------------------------------------------------------------------------
Earnings from operations:

Reportable segment earnings            $118,710       $114,886       $106,997
Unallocated corporate expenses          (15,340)       (17,341)       (13,953)
Restructuring charge                    (55,000)             -        (13,500)
Interest expense                        (12,362)       (10,825)       (11,062)
Other income (expense)                   (1,398)          (630)         2,341
                                       --------       --------       --------
Earnings before income taxes           $ 34,610       $ 86,090       $ 70,823
                                       ========       ========       ========

Total assets:

Reportable segment assets              $749,133       $747,014       $760,091
Intergroup receivable elimination        (1,405)        (1,219)        (2,297)
Other unallocated amounts                25,616         24,171         23,422
                                       --------       --------       --------
Consolidated total assets              $773,344       $769,966       $781,216
                                       ========       ========       ========


     Summarized geographic data for the Corporation's  operations for 1999, 1998
and 1997 are as follows (net sales are attributed to countries  primarily  based
on location of operation):

--------------------------------------------------------------------------------
Dollars in thousands                      1999           1998           1997
--------------------------------------------------------------------------------
Net sales:

United States                          $1,116,779     $1,144,741     $1,056,791
Ireland                                    91,423        127,110         93,798
Other foreign countries                    70,076         63,945         51,894
                                       ----------     ----------     ----------
                                       $1,278,278     $1,335,796     $1,202,483
                                       ==========     ==========     ==========

Assets:

United States                          $  697,814     $  666,678     $  703,833
Ireland                                    48,346         79,712         47,770
Other foreign countries                    27,184         23,576         29,613
                                       ----------     ----------     ----------
                                       $  773,344     $  769,966     $  781,216
                                       ==========     ==========     ==========

<PAGE>
<TABLE>
                                              Unaudited Quarterly Financial Information

     The following table presents financial information by quarter for the years 1999 and 1998.

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                 Quarter Ended          Quarter Ended          Quarter Ended         Quarter Ended
                                     March                  June                 September              December
---------------------------------------------------------------------------------------------------------------------
Dollars in thousands
  (except per share data)       1999       1998       1999         1998       1999       1998       1999       1998
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>        <C>        <C>          <C>        <C>        <C>        <C>        <C>
Net sales                     $309,286   $330,810   $299,080     $316,000   $331,572   $343,681   $338,340   $345,305
Gross earnings                  61,695     64,814     61,685       66,125     72,248     70,739     70,734     63,799
Net earnings                     9,712     11,032    (26,727)*     13,394     17,538     16,230     15,487     12,284
Basic earnings per share           .35        .37       (.97)*        .45        .65        .55        .59        .43
Diluted earnings per share         .35        .37       (.97)*        .45        .65        .55        .59        .43

-----------------------
*    Second quarter 1999 results of operations include a restructuring charge of $38.5 million, after tax ($1.40 per
     common share).
</TABLE>

                        Dividend Record and Market Prices

--------------------------------------------------------------------------------
                                   First    Second     Third    Fourth   Entire
Per Share of Common Stock         Quarter   Quarter   Quarter   Quarter   Year
--------------------------------------------------------------------------------
1999 dividends paid               $.14      $.14     $.14       $.14     $.56

Price range:
  High                            $27       $25 1/4  $25 13/16  $24 1/2  $27
  Low                              18 1/4    17 1/4   20  3/4    21 1/8   17 1/4

1998 dividends paid               $.12      $.13     $.13       $.13     $.51

Price range:
  High                            $32 1/4   $34 7/8  $31 5/8    $28 3/8  $34 7/8
  Low                              24 7/16   29 7/8   25 11/16   21 7/8   21 7/8

     Prior to December 18, 1998,  Banta  Corporation  was included in the Nasdaq
National  Market  List and the  symbol  was BNTA.  On  November  23,  1998,  the
Corporation  formally  received approval for listing its common stock on the New
York Stock Exchange. Banta stock began trading on the New York Stock Exchange on
December  18, 1998,  under the new symbol BN. The stock prices  listed above are
the high and low  trades.  As of January 31,  2000,  the  Corporation  had 2,175
shareholders of record.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995

     This Annual Report to  Shareholders  includes  forward-looking  statements.
Statements that describe future expectations, plans or strategies are considered
forward-looking. Such statements are subject to certain risks and uncertainties,
which could  cause  actual  results to differ  materially  from those  currently
anticipated.  Factors that could affect actual  results  include,  among others,
changes in customer  order  patterns or demand for the  Corporation's  products,
changes in raw material costs and availability,  pricing actions by competitors,
success in implementing the Corporation's  plan to enhance revenues and margins,
success with operational start ups, and general changes in economic  conditions.
These factors should be considered in evaluating the forward-looking statements,
and undue reliance should not be placed on such statements.  The forward-looking
statements included herein are made as of the date hereof, and Banta Corporation
undertakes  no  obligation  to  update   publicly  such  statements  to  reflect
subsequent events or circumstances.