UNITED STATESSECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

|(X) | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                    OF 1934 For the fiscal year ended January 3, 2004
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

# OR

|(_) | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                     ACT
OF 1934 For the transition period from _________ to __________
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

Commission File Number
1-14637

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

|Wisconsin                                | 39-0148550   
|---------------------------------------- | -------------
|(State or other jurisdiction             | (IRS Employer
|of incorporation or organization)        | I.D. Number) 
|225 Main Street, Menasha, Wisconsin      | 54952        
|(Address of principal executive offices) | (Zip Code)   

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

Securities registered pursuant to
Section 12(b) of the Act:

|                                | Name of Each Exchange  
|------------------------------- | -----------------------
|Title of Each Class             | On Which Registered    
|Common Stock, $.10 par value    | New York Stock Exchange
|Rights to Purchase Common Stock | New York Stock Exchange

Securities registered pursuant to
Section 12(g) of the Act:  None

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.  (X) Yes    (_) No

Indicate
by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.  (X)

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

Aggregate
market value of voting stock held by non-affiliates of the registrant as of June 27, 2003
:  $ 833,209,163.

Number
of shares of common stock outstanding as of March 1, 2004: 25,889,693.

DOCUMENTS INCORPORATED
BY REFERENCE

| | (1) | Portions
of the Definitive Proxy Statement for annual meeting of shareholders to                be
held on April 27, 2004 (incorporated into Part III).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

---

# PART I

Item 1.  Business

General

Banta
Corporation (the Corporation) operates in three business segments, print,
supply-chain management and healthcare. The Corporation provides a comprehensive
combination of printing and digital imaging solutions to leading publishers and direct
marketers, including books, catalogs, publications, product brochures, literature
management, educational materials and e-business services. The Corporations global
supply-chain management businesses provide a wide range of outsourcing capabilities,
primarily to the worlds largest technology companies. Services range from materials
sourcing, product configuration and customized kitting, to order fulfillment and global
distribution. The Corporations healthcare segment produces and sources disposable
products used in outpatient clinics, dental offices and hospitals. The Corporation was
incorporated in Wisconsin in 1901. Its principal executive offices are located at 225 Main
Street, Menasha, Wisconsin 54952. The Corporation had approximately 8,300 employees at the
end of fiscal 2003.

Footnote
14 to the Corporations Consolidated Financial Statements in the Corporations
Annual Report to Shareholders for the fiscal year ended January 3, 2004 includes further
information on the Corporations business segments, which information is incorporated
herein by reference.

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

Customers

The
Corporation sells its products and services to a large number of customers and generally
does not have long-term production contracts with its print or healthcare customers.
Production agreements covering one to three years are, however, more frequent for
supply-chain management services and magazine production, and to a lesser extent, catalog
production. In addition to these production agreements, during 1999 the Corporation
entered into a five-year agreement with Compaq Computer Corporation (now Hewlett-Packard
Company). Revenue from Hewlett-Packard Company under this agreement totaled approximately
$133 million in 2003, and comparable revenue is expected under this contract in fiscal
2004. Early in 2004 the contract was renewed for an additional one-year period, pursuant
to the contracts evergreen clause.

Substantially
all sales are made to customers through employees of the Corporation and its subsidiaries
based on customer specifications. The fifteen largest customers accounted for
approximately 33%, 33%, and 34% of net sales during 2003, 2002, and 2001, respectively. No
customer accounted for more than 10% of the Corporations net sales in 2003, 2002, or
2001.

International
operations represented 19%, 15%, and 15% of consolidated net sales and 24%, 17%, and 14%
of consolidated assets in 2003, 2002, and 2001, respectively.

2

---

Backlog

Lead-time for services varies,
depending upon the type of customer, the industry being serviced and seasonal factors,
including paper availability. Backlogs for the printing segment are expressed in terms of
time scheduled on equipment and not dollar value. Consequently, the dollar value of
backlog is not readily available for the print segment. Backlogs are not considered
material in either the supply-chain management or healthcare segments.

Markets Served

The Corporation operates in three
business segments; print, supply-chain management and healthcare products. These markets
are summarized in the following table and described in greater detail below. Tables in
this section set forth the approximate percentage of segment net sales contributed by each
class of similar products for the last three fiscal years.

|                       
|-----------------------
|Print                  
|Supply-chain management
|Healthcare             
|                       
|TOTAL                  
|                       

# Print Segment

Within the print segment, the
Corporations net sales can be further subdivided into five general categories:

|            
|------------
|Book        
|Catalog     
|Direct      
|Marketing   
|Publications
|Other       
|            
|TOTAL       
|            

| |  | Book
| | - | ----

| | The
Corporation provides the book publishing market with a variety of print, digital print and
electronic media products, in addition to a full range of value-added packaging,
fulfillment, document management and distribution services. With twenty-one manufacturing
and distribution centers across the United States, the Corporation serves publishing
customers in the educational, trade, professional and religious segments. The Corporation
provides products including soft cover books, specialty calendars, multimedia kits and
instructional games.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Catalog
| | - | -------

The
Corporations catalog facility produces catalogs primarily for the specialty and
retail catalog markets. In addition, other facilities produce business-to-business and
industrial catalogs. Bindery services within all these facilities provide ink-jet labeling
and demographic binding (which allows several different versions of the same catalog to be
bound simultaneously). Distribution services are provided by various operating units
within the Print Segment, including computerized mail distribution planning systems. These
services assist the Corporations customers in minimizing postage costs and are an
integral part of catalog printing services.

3

---

| |  | Direct Marketing
| | - | ----------------

Printed
materials for direct marketing customers are provided by three facilities. These products
vary in format and size and include magazine and catalog inserts, bill stuffers,
brochures, booklets, cards and target market products designed to sample or sell a product
or solicit a response. The Corporations imaging technology enables customers to
obtain complex personalized direct mail pieces produced at press speeds. The
Corporations direct marketing customers are primarily marketers of financial
services, consumer packaged goods, retail products and ad agencies.

| |  | Publications
| | - | ------------

The
Corporations three facilities serving the magazine market print, sort and mail over
925 different magazines. These magazines are primarily short-to-medium run publications
(usually less than 350,000 copies), which are generally distributed to subscribers by
mail. The Corporations primary magazine customers are publishers of specialty
magazines, including religious, business and professional journals; and hobby, craft and
sporting publications. The Corporation also provides its customers with computerized
mailing lists, re-print services and distribution services.

| |  | Other
| | - | -----

Prepress
services are provided by several of the Corporations facilities to publishers,
printers and advertising agencies. Such services include the conversion of full-color
photographs, art and text into color separated film and digital files for use in the
production of printing plates. These units also provide electronic graphic design, digital
photography and on-demand print services. During the last several years, these units have
diversified their customer base to include packaging customers and have increased their
ability to maximize plant utilization by connecting their facilities through an extensive
network of high-speed telecommunication lines. The Corporation also offers multiple
graphic communication solutions to its customers; interactive online products for the
Internet, including web site design, hosting and maintenance; and standard or customized
electronic commerce solutions.

# Supply-Chain Management
Segment

Banta
Global Turnkey is a global supply-chain management business providing a wide range of
outsourcing services, from materials sourcing, product configuration and customized
kitting, to order fulfillment and global distribution. Customers include computer
hardware, computer software, communications and networking companies, and medical device
manufacturers in North America, Europe, and Asia. The Corporation provides the systems,
technology and infrastructure to manage multiple elements of the supply chain, integrating
the Corporation, its customers and the customers suppliers into a common information
technology system, thereby increasing capacity while reducing costs, cycle times and
inventory requirements. With nearly two decades of experience serving the technology
marketplace, this segment of the Corporation is a significant contributor to the evolution
of turnkey services around the world.

# Healthcare Segment

Banta
Healthcare Products manufactures and sources a broad range of disposable products used in
primary care physician offices, acute and long-term care facilities and dental offices.
The Corporation converts paper, tissue and poly film into single-use products. In
addition, this division extrudes resin into film products for use in its manufacturing
processes and for sale to external customers. Its products include exam room table paper,
examination gowns, drape sheets and dental towels.

Certain Risk
Considerations

The
Corporations business is exposed to risk from a variety of factors. Three key areas
of risk, while not intended to be a comprehensive or definitive list, are summarized
below.

| |  | Competition
| | - | -----------

Within
the print segment, consolidation within the graphic arts industry has continued during the
last few years. This trend has resulted in fewer competitors, creating several competitors
that are larger than the Corporation in size, with broader product offerings. The major
competitive factors in the Corporations print business are quality of finished
products, time-to-market and distribution capabilities, ongoing customer service, price,
availability of time on equipment and schedule flexibility. The consolidation of customers
within certain of the Corporations markets could result in greater competitive
pricing pressures and the potential for increased volume solicitation as customers reduce
the number of vendors. In recent years, seasonal excess capacity in the printing industry
has resulted in lower unit prices. The Corporation believes it has been able to remain
competitive in part because it is financially able to invest in modern technologically
advanced equipment, which helps reduce unit costs, and because of productivity gains
resulting from continuous improvement programs.

4

---

The
major competitive factors in the Corporations supply-chain management segment are
customer service, price, location relative to customer manufacturing sites, quality of
information technology and the ability to develop creative and innovative solutions for
customer manufacturing, fulfillment and distribution needs. In recent years, continuing
pressure from customers to reduce costs, reduce time to market and improve quality of
service have led to increased pricing pressures. The Corporation believes it has been able
to remain competitive because of its continued investment in training employees and in
technology in order to deliver excellent service.

| |  | Customers
| | - | ---------

The
Corporations supply-chain management segment primarily serves global technology
customers. This concentration of customers within one industry creates increased risk when
there is a significant decline in this industry. In addition, this segment has a
concentration of revenues with several large customers.

| |  | General
Economic Conditions
| | - | ---------------------------

Global
economic conditions have the potential to significantly impact the Corporations
financial results. Within the print segment, a change in economic conditions can impact
many areas of spending, including government, business and individual spending. These
changes can have a direct impact on the amount of print business available. Examples
include:

| |  | Reductions
or increases in state government spending on education leads to a corresponding decrease
or increase in the demand for educational materials, which are produced by the Corporations
book business unit.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Reductions
or increases in business spending on advertising impact advertising page counts in
magazines, and the volume of direct marketing materials. These changes can affect results
in the Corporations publication, direct marketing and catalog business units.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Within
the supply-chain management segment, a change in economic conditions that influence
individual or business spending on technology has the potential to significantly affect
the Corporations major customers in this market, which could impact the
Corporations financial performance by lowering demand for its services.

Raw Materials

The
principal raw material used by the Corporation in the print segment is paper. Most of the
Corporations production facilities are located in areas with concentrated
papermaking resources, and the Corporation can generally obtain quality paper at
competitive prices. The Corporation is not dependent upon any one source for its paper or
other raw materials.

During
2003, the price of paper increased on a composite average by approximately 2%. It is
customary for printers to adjust sales prices to reflect market fluctuations in paper
prices. In 2002 and 2001, the price of paper decreased by approximately 10% and 9%,
respectively. Prices for ink used in certain portions of the print segment of the business
decreased in both 2003 and 2002. The Corporation uses a number of other raw materials
including resins, packaging materials and subcontracted components. The cost of these
materials for the print segment remained relatively stable in 2003, 2002 and 2001.

Materials
used for assembly, testing and fulfillment in the supply-chain management segment are
specific to the customers product and may include computer keyboards or components,
cables, printed manuals, CD or DVD media, various hardware components and packing
materials. There is no single dominant raw material used in this business segment.

The
Corporation uses raw materials such as paper, resins, packaging materials and
subcontracted components in the healthcare segment. The cost of paper increased by
approximately 13% during 2003, and decreased by approximately 12% during 2002 from prices
in 2001. The cost of resins, which are produced from natural gas, increased by
approximately 27% during 2003, and decreased by approximately 2% during 2002 from prices
in 2001.  The cost of packaging materials and subcontracted components remained stable in
2003, 2002 and 2001.

5

---

Research and Development

The
Corporation is engaged in research and development relating to technology and system
enhancements, and has made investments for such purposes. One of the objectives of the
technical research and development effort is to establish a competitive advantage in
existing markets by focusing on improving operating procedures, increasing machine speeds
and improving paper usage.

Environmental
Considerations

The
Corporation has environmental compliance programs primarily for the control of air
quality, groundwater quality, disposal of waste material and all aspects of the work
environment involving employee health. Capital expenditures for air quality equipment have
approximated 1% to 3% of total capital expenditures in each of the last three years.
Planned capital expenditures for environmental control equipment are expected to be in the
same range for 2004. The Corporation also incurs ongoing costs in monitoring compliance
with environmental laws concerning the disposal of waste materials and the remediation of
sites previously used for the disposal of waste materials. Requirements of the U.S.
Environmental Protection Agency and state agencies nationwide relating to disposal of
waste in landfill sites are increasing, thus creating higher costs for the Corporation and
its competitors. Costs for environmental compliance and waste disposal have not been
material to the Corporation in the past, but management believes that expenditures for
these purposes may have a negative impact on its earnings and those of its competitors in
the future. However, any increased costs are not expected to have a material impact on the
Corporations competitive position, assuming similar costs are required of
competitors. The Corporation does not believe at the present time that any cost, claims or
penalties that may be incurred or assessed under environmental laws, in connection with
known environmental assessment and remediation matters, beyond any reserves already
provided, will have a material adverse effect upon the operations or consolidated
financial position of the Corporation.

Foreign Operations

Footnote
14 to the Corporations Consolidated Financial Statements for the fiscal year ended January 3, 2004 includes
information on the Corporations foreign operations.

Seasonality

There
is no significant seasonal pattern to the Corporations consolidated quarterly sales
and earnings.

Available Information

The
Corporations Internet address is http://www.banta.com. The Corporation makes
available free of charge (other than an investors own Internet access charges)
through its Internet website the Corporations Annual Report on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports, as
soon as reasonably practicable after it electronically files such material with, or
furnishes such material to, the Securities and Exchange Commission. In addition, the
Corporation also makes available through its Internet website the Banta Code of Business
Conduct and Ethics, its Corporate Governance Guidelines and the charters of the Audit,
Compensation and Nominating and Governance Committees of the Board of Directors. Documents
available on the website are also available in print for any shareholder who requests
them. The Corporation is not including the information contained on or available through
its website as a part of, or incorporating such information by reference into, this Annual
Report on Form 10-K.

6

---

# EXECUTIVE OFFICERS OF
THE CORPORATION

|Name, Age, Position                   | Business Experience During Last Five Years                  
|------------------------------------- | ------------------------------------------------------------
|Donald D. Belcher; 65                 | Chairman of the Company since May 1995; Chief               
|Chairman                              | Executive Officer of the Company from January 1995 to       
|                                      | October 2002; President of the Corporation from September   
|                                      | 1994 to January 2001.                                       
|Stephanie A. Streeter; 46             | President and Chief Executive Officer since October         
|Chief Executive Officer and President | 2002; President and Chief Operating Officer from            
|                                      | January 2001 to August 2002; Chief Operating                
|                                      | Officer of idealab! (creator and operator of Internet       
|                                      | businesses) from January 2000 to December 2000;             
|                                      | Group Vice President of Avery Dennison (diversified         
|                                      | manufacturing company) from 1996 to 2000.                   
|Geoffrey J. Hibner; 54                | Chief Financial Officer since August 2003:                  
|Chief Financial Officer               | independent management consultant and                       
|                                      | consultant with Bridge Associates, LLC (management          
|                                      | consulting firm) from 2000 to 2003; Senior Vice President,  
|                                      | Finance & Administration, and Chief Financial Officer of The
|                                      | Timberland Company (branded footwear, apparel and           
|                                      | accessories) from 1997 to 2000.                             
|Ronald D. Kneezel; 47                 | Vice President, General Counsel and Secretary of the        
|Vice President, General Counsel and   | Corporation.                                                
|Secretary                            
|Dennis J. Meyer; 48                   | Vice President Marketing and Planning of the                
|Vice President Marketing and Planning | Corporation.                                                
|Frank W. Rudolph; 47                  | Vice President Human Resources of the Corporation           
|Vice President Human Resources        | since September 2000; Chief Administrative                  
|                                      | Officer of Overhead Door Corporation (designer, manufacturer
|                                      | and distributor of entrance systems) from 1997 until joining
|                                      | the Corporation.                                            

There are no family relationships
among the executive officers of the Corporation.

All of the executive officers are elected
or appointed annually by the Corporations Board of Directors. Each officer holds
office until his or her successor has been elected or appointed or until his or her death,
resignation or removal.

7

---

Item 2.  Properties

At
the end of fiscal 2003, the Corporations operations were conducted at 35 production
facilities in the United States and at six foreign production facilities. The detail of
the domestic owned and leased facilities by state, along with total square footage is as
follows:

|Print Segment | Supply-Chain Management Segment
|------------- | -------------------------------
|
|Connecticut   | 1                              
|Georgia       | --                             
|Illinois      | --                             
|              |                                
|Massachusetts | --                             
|Minnesota     | 4                              
|Missouri      | 1                              
|Ohio          | 1                              
|Pennsylvania  | --                             
|Tennessee     | 1                              
|Utah          | 1                              
|Virginia      | 2                              
|Washington    | --                             
|Wisconsin     | 3                              
|             
|Total         | 14                             

Square Footage of owned
facilities:

|Office Space  | 343,000  
|------------- | ---------
|Manufacturing | 1,879,000
|Warehouse     | 1,596,000
|              |          
|Total         | 3,818,000
|              |          

Foreign
production facilities located in Ireland, Scotland, The Netherlands, and Singapore are
also leased. The total of all leased facilities contain approximately 3,490,000 square
feet of space. The buildings owned and leased by the Corporation are primarily of steel
and brick construction, and are considered well maintained and adequate for the
Corporations needs.

Item 3.  Legal Proceedings

On June 26, 2003, the Corporation
settled a lawsuit with Singapore-based Mentor Media, Ltd. (Mentor) relating to its
proposed acquisition of Mentor. The Corporation recorded a charge of $4.6 million in the
second quarter of 2003 in connection with the settlement.

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

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

No
matters were submitted to a vote of the Corporations shareholders during the quarter
ended January 3, 2004.

8

---

# PART II

Item 5.  Market for
Registrants Common Equity and Related Stockholder Matters

The
Corporations stock is listed on the New York Stock Exchange.

Under
long-term debt agreements to which the Corporation is a party, the payment of cash
dividends by the Corporation is subject to certain limitations. As of January 3, 2004,
approximately $114,263,000 of retained earnings were not restricted under these
agreements.

|Per Share of Common Stock | First
Quarter |  | Second
Quarter |       | Third
Quarter |   | Fourth
Quarter |  | Entire
Year |      
|------------------------- | ------------- |  | -------------- | ----- | ------------- | - | -------------- |  | ----------- | -----
|2003 dividends paid       |               |  | $              | .16   |               | $ | .16            |  | $           | .17  
|                         
|Price range:              |               | 
|High                      |               |  | $              | 33.47 |               | $ | 35.00          |  | $           | 37.26
|                         
|Low                       |               |  |                | 27.00 |               |   | 28.68          |  |             | 32.30
|                         
|2002 dividends paid       |               |  | $              | .16   |               | $ | .16            |  | $           | .16  
|                         
|Price range:              |               | 
|High                      |               |  | $              | 35.38 |               | $ | 38.91          |  | $           | 37.54
|                         
|Low                       |               |  |                | 29.45 |               |   | 32.35          |  |             | 29.48
|                         

The stock prices listed above are
the high and low trades.  As of January 26, 2004 the Corporation had 1,725 shareholders
of record.

Item 6. Selected
Financial Data

|Summary of Earnings                         
|--------------------------------------------
|Net sales                                   
|Net earnings                                
|Diluted earnings per share of common stock  
|Dividends paid per common share             
|Financial Summary                           
|Working capital                             
|Net plant and equipment                     
|Total assets                                
|Long-term debt, excluding current maturities
|Shareholders' investment                    

9

---

Item 7.  Management's
Discussion and Analysis of Financial Condition and Results of Operations

# Overview

Banta Corporation (the
Corporation) operates in three business segments, print, supply-chain
management and healthcare. The Corporations print segment provides a comprehensive
combination of printing and digital imaging solutions to leading publishers and direct
marketers. Products and services in this segment include books, catalogs, publications,
product brochures, literature management services, educational materials and e-business
services. The Corporations global supply-chain management businesses provide a wide
range of outsourcing capabilities, primarily to the worlds largest technology
companies. Services range from materials sourcing, product configuration and customized
kitting, to order fulfillment and global distribution. The Corporations healthcare
segment produces and sources disposable products used in outpatient clinics, dental
offices and hospitals.

Results for 2003 included the
following:

| | Improved
results in both revenues and earnings per share compared with the prior year
|- | -------------------------------------------------------------------------------------

| | A
difficult year for the print segment, with reductions in both revenues and operating
earnings compared with the prior year
|- | ----------------------------------------------------------------------------------------------------------------------------

| | Excellent
performance in the supply-chain management segment, with record revenues and operating
earnings
|- | ---------------------------------------------------------------------------------------------------------

| | Continued
growth in revenues and operating earnings within the healthcare segment
|- | ---------------------------------------------------------------------------------

| | Completion
of a $17 million restructuring program in the print and supply-chain management segments
|- | ---------------------------------------------------------------------------------------------------

Net sales for 2003 were $1.42
billion, a 4% increase from the prior-year sales of $1.37 billion. Operating earnings in
2003 were equal to the prior year. Revenues and operating earnings in the print segment
declined, while revenues and operating earnings increased in both the supply-chain
management and healthcare segments. The Corporations net earnings were $46.6 million
for 2003, 6% higher than the $43.8 million in 2002. Diluted earnings per share were $1.81
in 2003 compared with $1.71 in the prior year.

Special charges were $21.6 million in
2003 and $26.8 million in 2002. Special charges in 2003 included $17 million in
restructuring and $4.6 million in litigation settlement charges. Special charges in 2002
related to a non-cash asset impairment.

The print segment accounted for
approximately 68% of the Corporations total revenue in 2003. Factors monitored by
management in this segment include:

| | Economic
conditions in the United States, particularly advertising and promotional spending. This
spending directly impacts three of the four operating units in this segment, namely
direct marketing, publications and catalogs. Key indicators in this area include capital
spending by businesses, general advertising spending and advertising pages printed, which
is tracked by several publishing organizations. Each of these factors was down in 2003,
which was reflected in reduced print segment revenue.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
level of educational spending in the United States, which directly impacts the book
operating unit. Educational spending is dependent on both the general level of budgetary
appropriations for educational materials by state and local governments and the rate of
adoption of new materials. Educational spending and adoptions were down in 2003, as was
revenue in the book operating unit.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Trends
in outsourcing non-core activities by corporations, which impact sales in the Corporations
literature management programs. Increased outsourcing activity has resulted in higher
sales in the Corporations literature management programs in recent years.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Trends
in foreign sourcing of printed materials. To date, these trends have not had a
significant impact on revenues.
|- | ---------------------------------------------------------------------------------------------------------------------

| | Paper
pricing, which has had a significant impact on this segment in prior years. Paper prices
are influenced by world pulp prices, capacity utilization and the value of the dollar in
comparison to other currencies. Paper prices decreased by 2% in 2003 and by 10% in 2002,
with a minimal impact on revenues in 2003.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The supply-chain management segment
accounted for approximately 25% of the Corporations revenue in 2003. Factors
monitored by management in this segment include:

10

---

| | The
performance of the segments significant customers. These customers primarily sell
hardware, consumer software, and communications and networking equipment. The Corporation
provides a customized service to each customer and makes significant commitments in
technology and location of facilities. Performance by these customers, and the
continuation of these relationships, has a significant impact on this segment. Improved
2003 performance by these customers was reflected in the increased revenues in this
segment in 2003.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
general level of spending within the economy on technology, and the mix of that spending.
Spending in this sector of the economy appeared to be increasing during 2003, and was
reflected in the increased revenues in this segment.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Trends
in outsourcing non-core activities by corporations. Increased outsourcing activity
resulted in higher sales in this segment in recent years.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------

The healthcare segment accounted for
approximately 7% of the Corporations revenue in 2003. The key factors monitored by
management in this segment include sales growth of major healthcare distributors, raw
material prices and the general trend in healthcare spending.

# Net Sales

2003 compared with 2002Print segment net sales of $959
million for 2003 were $18 million, or 2%, lower than the prior-year total of $977 million.
The decrease in print segment net sales was related to economic trends in the printing
industry, including reduced educational spending and lower advertising and promotional
spending. Several of the Corporations major print customers chose to supply their
own paper in 2003, which further reduced sales since the cost of paper, when supplied by
the Corporation, is passed through to the customer. In addition, print segment sales
continue to be impacted by a very competitive pricing climate resulting from excess
capacity in the industry.

Net sales for the print segment
operating units, as a percent of total print segment sales, were as follows:

|                
|----------------
|Book            
|                
|Catalog         
|                
|Direct Marketing
|                
|Publications    
|                
|Other           
|                
|                
|                

Book operating unit revenues for 2003
were approximately 9% lower than the prior year due to a few major customers who supplied
their own paper and lower educational spending. The direct sourcing of paper by customers
accounted for approximately 65% of the decrease in net sales from 2002 to 2003. The
remaining decrease was the result of delayed spending on educational materials because of
reduced state budget appropriations, and fewer adoptions of new educational materials.

Catalog operating unit revenues
decreased by 7% in 2003.Approximately 45% of the decrease was related to sales that were
transferred to other Banta plants as a result of the restructuring activity in 2003. The
remaining decrease was the result of business-to-business catalogs printed on a two-year
cycle, with 2003 as the off year. Sales of direct marketing materials were approximately
4% below the levels of the prior year due to reduced advertising and promotional spending
and very competitive pricing in the commercial print market. In the publications operating
unit, sales increased by 9% primarily as the result of increased market share. Despite the
high incidence of magazine attrition and the competitive operating environment within the
magazine market, the Corporation in 2003 increased the number of magazines it prints to
over 925 titles.

Supply-chain management segment sales
were $359 million in 2003, an increase of 23% from 2002. Of this increase, $19 million was
related to the increased value of local currencies in comparison to the dollar. The
remaining increase was the result of a recovery in technology spending in 2003 and
increased outsourcing of non-core activities, which drove the significant increase in
demand for products and services by the Corporations major technology customers.

11

---

Healthcare segment sales for 2003 of
$100 million were 4% above the prior year, primarily as a result of increased sales to
several large distributors of healthcare products.

2002 compared with 2001Print segment net sales of $977
million for 2002 were $32 million, or 3%, lower than the prior-year total of $1.0 billion.
The decrease in print segment net sales was primarily related to lower paper prices during
2002 compared with the prior year, which reduced sales by approximately $30 million. For
the full year, paper prices decreased on a composite average by approximately 10%. Paper
prices are influenced by world pulp prices, capacity utilization and the strength of the
dollar. As is customary in print markets, the customer generally absorbs fluctuations in
paper prices. In addition, print segment sales were impacted by a very competitive pricing
climate resulting from excess capacity in the industry.

Book operating unit revenues for 2002
were approximately 3% higher than the prior year due to strong activity in the educational
market and expansion of literature management activities. The trend toward customized
textbooks, which results in shorter run lengths, increased versioning and just-in-time
delivery, is consistent with the book operating units manufacturing capabilities.
These capabilities also support the Corporations literature management services,
which are expanding to serve a broader range of customers, including healthcare,
telecommunications, retail and financial services businesses. These trends helped to
offset the impact of lower paper prices in the book market.

Catalog operating unit sales
decreased slightly in 2002 due to paper price reductions. Sales of direct marketing
materials were approximately 12% below the levels of the prior year due to significantly
reduced advertising and promotional spending, lower paper prices and the dampening effect
of a postal increase. Retailers, consumer package goods companies and several financial
service companies reduced both the number of mailings and amount of pieces mailed. At the
same time, commercial print price levels were driven down by excess industry capacity. In
the publications operating unit, sales were also slightly lower due to a reduction in
magazine page counts resulting from a weak advertising environment and an unusually high
incidence of magazine attrition. On average, page counts for the Corporations
customers were approximately 10% lower than the prior year. In any given year, page count
levels tend to vary based on economic growth trends. Despite the high incidence of
magazine attrition and the operating environment within the magazine market, the
Corporation increased the number of magazines it prints to nearly 900 titles, an increase
of 8% over the prior year.

Supply-chain management segment sales
were $293 million in 2002, a decrease of 15% from 2001. Softness in the technology sector
exerted downward pressure on revenues in this segment during 2002.

Healthcare segment sales for 2002 of
$97 million were 6% below the prior year, due to lower prices realized on foreign-sourced
products.

# Earnings from Operations

2003 compared with 2002Earnings from operations for 2003
were $81.6 million, equal to the prior year. Special charges, which are discussed in more
detail below, were $21.6 million in 2003 and $26.8 million in 2002. Gross margins on a
corporate wide basis decreased from 22.2% in 2002 to 21.5% in 2003, due to increased
pricing pressure throughout the print segment and additional costs incurred in the catalog
operating unit during the restructuring activities. Both the supply-chain management and
healthcare segments had improved earnings from operations in 2003 compared with 2002,
while the print segment earnings were below the prior year.

Print segment earnings from
operations for 2003 were $54.7 million, 24% lower than the prior years $72 million.
Operating margins for the print segment were 5.7% for 2003 compared with 7.4% during 2002.
Special charges were recorded in both years, $12 million in restructuring charges in 2003
and $16 million in non-cash impairment charges in 2002. Excluding the impact of the
special charges, the reduction in 2003 print segment earnings was primarily the result of
reduced operating earnings from the catalog operating unit, which were negatively impacted
by the costs of relocating existing equipment and placing new equipment in service during
the restructuring actions in 2003. This unit had reduced operating earnings compared to
the prior year of $14 million. The remaining $7 million decrease was the result of
continued pricing pressures throughout the print segment, particularly in the direct
marketing operating unit.

12

---

Earnings from operations for the
supply-chain management segment increased to $35.8 million in 2003 compared with $27.8
million in 2002 and operating margins increased to 10% compared with 9.5% in the prior
year. This improvement in operating margin was primarily due to a higher proportion of
value-added content in the product mix. Earnings from operations were reduced during 2003
by restructuring charges totaling $5 million.

Healthcare earnings from operations
for 2003 were $12.1 million compared with the prior years $10.3 million. Operating
margins for 2003 were 12% compared with 10.6% for 2002. Improvements in operating margins
were the result of improved productivity and cost-containment initiatives.

2002 compared with 2001Earnings from operations during 2002
were $81.6 million, a reduction of 25% from the $108.4 million in 2001. Gross margins
increased from 20.4% in 2001 to 22.2% in 2002. Changes in the product mix in the
supply-chain management segment contributed 0.7 percentage points of this increase. The
balance of the increase in gross margin for the Corporation was the result of improved
operating efficiencies and aggressive cost-control measures in all segments. Both the
supply-chain management and healthcare segments had improved earnings from operations in
2002 compared with 2001, while the print segment earnings were below 2001 levels.

Print segment earnings from
operations for 2002 were $72 million, 23% lower than the prior years $93.8 million.
Operating margins for the print segment were 7.4% for 2002 compared with 9.3% in 2001. The
reductions in earnings and operating margins were primarily the result of a $16 million
non-cash asset impairment charge recorded in the fourth quarter of 2002, with the
remaining decrease due to increased pricing pressures.

Earnings from operations for the
supply-chain management segment increased to $27.8 million in 2002 compared with $24.7
million in 2001 and operating margins increased to 9.5% compared with 7.1% in the prior
year. This improvement in operating margin was primarily due to a higher proportion of
value-added content in the product mix, aggressive cost control measures, cessation of
contractual royalty payments, and elimination of an under-performing facility.

Healthcare earnings from operations
for 2002 were $10.3 million compared with the prior years $9.5 million. Operating
margins for 2002 were 10.6% compared with 9.3% for 2001. The 2002 operating margins were
positively impacted by improved productivity and cost-containment initiatives.

# Special Charges

During 2003, the Corporation
announced and completed a restructuring involving its consumer catalog business and a
realignment of operating activities within its printing and supply-chain management
segment. Charges incurred in the restructuring totaled $17.0 million. The objective of the
plan was to consolidate certain operations, leverage existing capacity, improve
efficiencies and reduce costs. The components of the restructuring expenses were as
follows: employees severance and benefits, $9.3 million; facility costs, including
lease terminations, $2.8 million; and reduction in the carrying value of impaired assets
and other, $4.9 million. Approximately $12.0 million of the restructuring charges related
to the print segment and the remaining $5.0 million related to the supply-chain management
segment.

During 2003, the Corporation settled
a lawsuit with Singapore-based Mentor Media, Ltd. (Mentor) relating to its proposed
acquisition of Mentor. The Corporation recorded a charge of $4.6 million in the second
quarter of 2003 in connection with the settlement.

The Corporation recorded a non-cash
impairment charge of $26.8 million during the fourth quarter of 2002. The impairment
charge included a $9.8 million reduction in the carrying value of the Corporations
digital content management software product, based on an analysis of future cash flow
projections for the product. The charge also included a $7.4 million impairment of an
investment in a Mexican joint venture; a reduction of $2.2 million of goodwill associated
with a past acquisition; a $3.9 million reduction in the carrying value of assets
held-for-sale in the print segment; and updated assessments of other long-lived assets.

13

---

# Write-off of Investment

During 2000, the Corporation acquired
a minority equity interest of approximately 13% in Xyan.com Inc. (Xyan.com), a
start-up Internet-enabled digital document solutions provider. In March 2001, Xyan.com
filed for bankruptcy under Chapter 11 as a result of the inability to obtain additional
financing for its continued operation, coupled with unfavorable operating results due to
the economic downturn in its market. In response to Xyan.coms filing for bankruptcy,
the Corporation wrote-off the cost of its minority interest in Xyan.com. This write-off
resulted in a non-operating charge of $12.5 million in 2001.

# Interest Expense and
Other Expense

Interest expense of $8.4 million in
2003 was $2.9 million lower than the prior-year interest expense of $11.3 million.
Interest expense has continued to decline as the Corporation makes its scheduled long-term
debt payments. In addition, the Corporation capitalized approximately $800,000 of interest
in connection with major ongoing capital projects, compared with approximately $170,000 in
2002.

Interest expense decreased from $13.7
million in 2001 to $11.3 million in 2002. This decrease was due to reduced interest on
short-term debt, as all short-term borrowing was eliminated in 2001, and lower long-term
debt levels.

Other income for 2003 was
approximately $300,000 lower than 2002 due to reduced interest income earned as a result
of lower interest rates on invested cash. Other income for 2002 was approximately $1.5
million higher than the prior year due to increased invested cash balances, the
elimination of goodwill amortization expense and other miscellaneous income.

# Provision for Income
Taxes

Effective income tax rates were
37.4%, 39.0% and 39.2% in 2003, 2002 and 2001, respectively. The continuing reductions in
the effective tax rates were due to a greater mix of earnings generated by the
supply-chain management segment, which has extensive operations in countries whose tax
rates are more favorable than the rates in the United States.

# Net Earnings

The Corporations net earnings
were $46.6 million for 2003, 6% higher than the $43.8 million in 2002. Diluted earnings
per share were $1.81 in 2003 compared with $1.71 the prior year. The increase in net
earnings reflects the increased profitability of the supply-chain management and
healthcare segments, and lower special charges compared with the prior year. These
improvements were partially offset by reduced earnings in the print segment. The
Corporations net earnings were $43.8 million for 2002, 12% lower than the $50.0
million in 2001. Diluted earnings per share were $1.71 in 2002 compared with $2.01in the
prior year. This decrease was primarily the result of the asset impairment charge recorded
in the fourth quarter of 2002.

# Liquidity and Capital
Resources

On January 3, 2004, the Corporation
had cash and cash equivalents of $181 million. Management believes the Corporations
liquidity continues to be strong and the current level of leverage will allow the
Corporation to finance, at attractive borrowing rates, its capital expenditures and any
other investment opportunities that may arise in the foreseeable future.

The Corporation has historically met
its long-term debt financing needs by periodically issuing unsecured promissory notes to
institutional investors on a private placement basis. The Corporation did not incur any
long-term borrowings in 2003 or 2002. Of the $111.8 million of total debt at the end of
2003, $24.1 million matures in 2004 with the remaining balance maturing at varying
intervals through 2015. The Corporation has historically raised short-term funds by
selling commercial paper. Such borrowings are supported by a credit facility with three
banks which provide a total borrowing capacity of $105 million. Due to the
Corporations strong cash position, there were no short-term borrowings during 2003
or 2002 under this facility.

14

---

During 2003, working capital
increased by approximately $25 million. This increase was primarily due to two factors
 higher cash generated from operations and strong revenue in the supply-chain
management segment during fourth quarter of 2003, which increased accounts receivable.
Revenues in the supply-chain management segment increased by 31% in the fourth quarter of
2003 over the fourth quarter of 2002, resulting in an additional $30 million in accounts
receivable in this segment. This contributed to increases in receivables of approximately
10% over the prior year. The Corporation also recorded increases in inventories and
accounts payable in each of the three major segments based on strong volume in the fourth
quarter of 2003.

During 2003, no shares of the
Corporations common stock were repurchased. During 2002, the Corporation repurchased
112,000 shares of its common stock at an aggregate price of $3.4 million. The share
repurchase program, authorized by the Corporations Board of Directors during 1998
and expanded during 1999, has approximately $80 million in authority remaining for future
share repurchases. The Corporation may continue its repurchase of shares in the future
pursuant to this authorization if market conditions warrant. Any future stock repurchases
are expected to be funded by a combination of existing cash, cash provided from operations
and short-term borrowings.

The Corporations capital
expenditures were $71 million in 2003 compared with $31 million in 2002. The Corporation
is committed to maintaining modern, efficient plants and to providing customers with
enhanced supply-chain management services, and new printing and digital imaging
technologies. Expenditures in 2003 were closer to historical spending levels than the
unusually low expenditures in 2002. Preliminary plans for 2004 are for capital
expenditures projected in the range of $80 million to $100 million. Capital expenditures
are expected to be funded by existing cash, cash provided from operations and short-term
borrowings.

At January 3, 2004, the Corporation
had the following contractual obligations. These obligations are discussed in more detail
in Notes 5 and 9 to the Consolidated Financial Statements. The Corporation has no
off-balance sheet arrangements.

|                                               | Payments Due by Period
|---------------------------------------------- | ----------------------
|Contractual Obligations
(dollars in thousands) | Total                 
|Long-Term Debt, including                      |                       
|capital lease obligations                      | $111,834              
|                                              
|Interest on Long-Term Debt                     | 25,234                
|                                              
|Operating Lease Obligations                    | 93,518                
|                                              
|Total Contractual Cash                         | $230,586              
|Obligations                                   
|                                              

# Litigation

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

# Outlook

Expectations on a consolidated basis
for the full-year 2004 are for growth in sales, with a growth rate in the low- to
mid-single digits. Expectations are for growth in net earnings, with a growth rate in the
high-30-percent to mid-40-percent range. This rate increase would be primarily the result
of 2004 earnings not being reduced by special charges similar to the $21.6 million
incurred in 2003. No special charges are expected to be incurred in 2004.

15

---

# Critical Accounting
Policies

The Corporations accounting
policies are described in Note 1 to the Consolidated Financial Statements. The preparation
of financial statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions about future events
that affect the amounts reported in the financial statements and footnotes. Future events
and their effects cannot be determined with absolute certainty. Therefore, the
determination of estimates requires the exercise of judgment. Actual results inevitably
will differ from those estimates, and such differences may be material to the financial
statements.

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

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

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

| | Goodwill.
The Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill
and Other Intangible Assets, effective December 30, 2001.  Under SFAS No. 142,
goodwill is no longer amortized, but is reviewed for impairment on an annual basis.  In
connection with the adoption of SFAS No. 142, the Corporation completed the transitional
goodwill impairment test and based on this analysis, the Corporation concluded that no
impairment existed at the time of adoption and, accordingly, the Corporation did not
recognize any transitional impairment loss.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Corporation completed the annual impairment tests in the fourth quarter of each of 2003
and 2002. This analysis was based on the comparison of the fair value of its reporting
units to the carrying value of the net assets of the respective reporting units. The
Corporation concluded that no impairment of goodwill existed at the time of the annual
impairment test in 2003. During 2002, the Corporation determined that goodwill for one of
its reporting units was impaired and, accordingly, the Corporation recognized a goodwill
impairment charge in the fourth quarter of 2002 of $2.2 million.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Retirement
benefits. The Corporation has significant pension and post-retirement benefit costs
that are developed from actuarial valuations. The valuations reflect key assumptions
regarding, among other things, discount rates, expected return on plan assets, retirement
ages and years of service. Consideration is given to current market conditions, including
changes in interest rates and investment returns, in making these assumptions. Changes in
these assumptions will affect the amount of pension and post-retirement expense
recognized in future periods. The Corporation recognized pension and post-retirement
benefit expense of $7.2 million, $3.5 million and $4.1 million in 2003, 2002 and 2001,
respectively.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

---

| | As
of January 3, 2004, the Corporations pension plans had benefit obligations of $158.4
million compared with plan assets of $128.9 million. The Corporation elected to contribute
approximately $9.9 million to the qualified pension plan in 2003 to maintain the funded
status of the plan at a level comparable to recent years.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Accounting Pronouncements

In December 2003, the Financial
Accounting Standards Board (FASB) revised SFAS No. 132, Employers Disclosures
about Pensions and Other Postretirement Benefits, which was adopted by the
Corporation on December 15, 2003. Effective January 3, 2004, the Corporation made the
disclosures required under SFAS No. 132.

In January 2003, the FASB issued FIN
No. 46, Consolidation of Variable Interest Entities, which requires the
consolidation of variable interest entities (VIEs). VIEs are entities for which control is
achieved through means other than voting rights. The consolidation requirements of FIN No.
46 were applicable immediately to all VIEs in which an interest was acquired after January
31, 2003. For VIEs in which an interest was acquired before February 1, 2003, the
consolidation requirements of FIN No. 46 are generally effective at the end of fiscal year
2004. The Corporation is not party to any VIE arrangements.

The Corporation has applied the
provisions of SFAS No. 146, which is effective for exit or disposal activities initiated
after December 31, 2002, to the restructuring completed in 2003 described in Note 11 to
the Consolidated Financial Statements.

# Risk Management

The Corporation is exposed to market
risk from changes in interest rates and foreign exchange rates. On January 3, 2004, the
Corporation had no outstanding borrowings under its lines of credit with banks and minimal
floating rate long-term debt. Since essentially all long-term debt is at fixed interest
rates, exposure to interest rate fluctuations is immaterial. Disclosure relating to the
fair value of long-term debt is included in Note 1 to the Consolidated Financial
Statements.

Portions of potential market risk
associated with changes in foreign exchange rates are considered in contractual
arrangements with customers. The Corporation also manages foreign currency exchange rate
exposure by utilizing some natural hedges to mitigate a portion of its transaction and
commitment exposures, and may utilize forward contracts in certain situations. Based on
the Corporations overall foreign currency exchange rate exposure on January 3, 2004,
a 10% change in foreign currency exchange rates would not have had a material effect on
the Corporations financial position, net earnings or cash flows.

# Forward Looking
Statements

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

17

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Item 7A  Quantitative and
Qualitative Discussion about Market Risk

The Corporation is exposed to market
risk from changes in interest rates and foreign exchange rates. On January 3, 2004, the
Corporation had no outstanding borrowings under its lines of credit with banks and minimal
floating rate long-term debt. Since essentially all long-term debt is at fixed interest
rates, exposure to interest rate fluctuations is immaterial. Disclosure relating to the
fair value of long-term debt is included in Note 1 to the Consolidated Financial
Statements.

Portions of potential market risk
associated with changes in foreign exchange rates are considered in contractual
arrangements with customers. The Corporation also manages foreign currency exchange rate
exposure by utilizing some natural hedges to mitigate a portion of its transaction and
commitment exposures, and may utilize forward contracts in certain situations. Based on
the Corporations overall foreign currency exchange rate exposure on January 3, 2004,
a 10% change in foreign currency exchange rates would not have had a material effect on
the Corporations financial position, net earnings or cash flows.

18

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Item 8.  Financial
Statements and Supplementary Data

# Consolidated Balance
Sheets

January 3, 2004, and
December 28, 2002

|2003                                                                 | 2002
|-------------------------------------------------------------------- | ----
|Assets                                                               |     
|Current Assets:                                                      |     
|Cash and cash equivalents                                            |     
|Receivables, less reserves of $6,257 and $6,582, respectively        |     
|Inventories                                                          |     
|Prepaid expenses                                                     |     
|Deferred income taxes                                                |     
|                                                                     |     
|Plant and Equipment:                                                 |     
|Land                                                                 |     
|Buildings and improvements                                           |     
|Machinery and equipment                                              |     
|                                                                     |     
|Less accumulated depreciation                                        |     
|                                                                     |     
|Other assets                                                         |     
|Goodwill                                                             |     
|Total Assets                                                         |     
|Liabilities and Shareholders Investment                             |     
|Current Liabilities:                                                 |     
|Accounts payable                                                     |     
|Accrued salaries and wages                                           |     
|Other accrued liabilities                                            |     
|Current maturities of long-term debt                                 |     
|                                                                     |     
|Non-current Liabilities:                                             |     
|Long-term debt                                                       |     
|Deferred income taxes                                                |     
|Other non-current liabilities                                        |     
|                                                                     |     
|Commitments and Contingencies (Notes 6 and 9)                        |     
|Shareholders Investment:                                            |     
|Preferred stock                                                      |     
|Common stock  29,048,188 and 28,503,446 shares issued, respectively |     
|Amount in excess of par value of stock                               |     
|Accumulated other comprehensive income (loss)                        |     
|Treasury stock, at cost  3,256,400 shares in both years             |     
|Retained earnings                                                    |     
|Total Shareholders Investment                                       |     
|Total Liabilities and Shareholders Investment                       |     

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

19

---

# Consolidated Statements
of Earnings

For the Years Ended
January 3, 2004, December 28, 2002, and December 29, 2001

|Dollars in thousands (except earnings per share) | 2003 |  | 2002 |           | 2001 |  
|------------------------------------------------ | ---- |  | ---- | --------- | ---- | -
|Net sales                                        |      |  | $    | 1,418,497 |      | $
|Cost of goods sold                               |      |  |      | 1,113,113 |      |  
|Gross Earnings                                   |      |  |      | 305,384   |      |  
|Selling and administrative expenses              |      |  |      | 202,216   |      |  
|Restructuring charge                             |      |  |      | 16,952    |      |  
|Litigation settlement                            |      |  |      | 4,602     |      |  
|Asset impairment charge                          |      |  |      | --        |      |  
|Earnings from Operations                         |      |  |      | 81,614    |      |  
|Interest expense                                 |      |  |      | (8,420    | )    |  
|Write-off of investment                          |      |  |      | --        |      |  
|Other income, net                                |      |  |      | 1,220     |      |  
|Earnings Before Income Taxes                     |      |  |      | 74,414    |      |  
|Provision for income taxes                       |      |  |      | 27,800    |      |  
|Net Earnings                                     |      |  | $    | 46,614    |      | $
|Basic Earnings Per Share of Common Stock         |      |  | $    | 1.83      |      | $
|Diluted Earnings per Share of Common Stock       |      |  | $    | 1.81      |      | $

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

20

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# Consolidated Statements
of Cash Flows

For the Years Ended
January 3, 2004, December 28, 2002, and December 29, 2001

|Dollars in thousands                                         | 2003 |  | 2002 |         | 2001 |  
|------------------------------------------------------------ | ---- |  | ---- | ------- | ---- | -
|Cash Flows from Operating Activities                         |      |  |      |         |      |  
|Net earnings                                                 |      |  | $    | 46,614  |      | $
|Adjustments to reconcile net earnings to cash provided by    |      | 
|operating activities, net of acquisitions:                   |      | 
|Depreciation and amortization                                |      |  |      | 63,848  |      |  
|Deferred income taxes                                        |      |  |      | 4,804   |      |  
|Tax benefit from the exercise of stock options               |      |  |      | 3,247   |      |  
|Non-cash restructuring charges                               |      |  |      | 1,067   |      |  
|Asset impairment charge                                      |      |  |      | --      |      |  
|Write-off of investment                                      |      |  |      | --      |      |  
|Change in assets and liabilities, net of effects of          |      | 
|acquisitions:                                                |      | 
|Decrease (increase) in receivables                           |      |  |      | (11,773 | )    |  
|Decrease (increase) in inventories                           |      |  |      | (3,963  | )    |  
|Decrease (increase) in prepaid expenses                      |      |  |      | (9,928  | )    |  
|Increase in other non-current assets                         |      |  |      | (6,272  | )    |  
|(Decrease) increase in accounts payable                      |      | 
|and accrued liabilities                                      |      |  |      | 17,778  |      |  
|Other, net                                                   |      |  |      | 5,037   |      |  
|Cash provided by operating activities                        |      |  |      | 110,459 |      |  
|Cash Flows from Investing Activities                         |      | 
|Capital expenditures                                         |      |  |      | (70,677 | )    |  
|Proceeds from sale of plant and equipment                    |      |  |      | 120     |      |  
|Business acquisition                                         |      |  |      | (2,379  | )    |  
|Additions to long-term investments                           |      |  |      | --      |      |  
|Cash used for investing activities                           |      |  |      | (72,936 | )    |  
|Cash Flows from Financing Activities                         |      | 
|Short-term debt payments, net                                |      |  |      | --      |      |  
|Payments on long-term debt, net                              |      |  |      | (19,032 | )    |  
|Proceeds from exercise of stock options, net                 |      |  |      | 11,383  |      |  
|Dividends paid                                               |      |  |      | (16,745 | )    |  
|Repurchase of common stock                                   |      |  |      | --      |      |  
|Cash used for ?nancing activities                            |      |  |      | (24,394 | )    |  
|Effect of exchange rate changes on cash and cash equivalents |      |  |      | 13,147  |      |  
|Net increase in cash and cash equivalents                    |      |  |      | 26,276  |      |  
|Cash and cash equivalents at beginning of year               |      |  |      | 154,836 |      |  
|Cash and cash equivalents at end of year                     |      |  | $    | 181,112 |      | $
|Cash payments for:                                           |      | 
|Interest, net of amount capitalized                          |      |  | $    | 8,629   |      | $
|Income taxes                                                 |      |  |      | 24,743  |      |  

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

21

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# Consolidated Statements
of Shareholders Investment

For the Years Ended
January 3, 2004, December 28, 2002, and December 29, 2001

|                           |               |           |                                        |                                               |               
|-------------------------- | ------------- | --------- | -------------------------------------- | --------------------------------------------- | --------------
|Dollars in thousands       | Shares
Issued | Par Value | Amount in
Excess of Par
Value of Stock | Accumulated
Other
Comprehensive
Income (Loss) | Treasury
Stock
|Balance, December 30, 2000 |               |           |                                        | 27,711,028                                    |               
|Net earnings               |               |           |                                        |                                               |               
|Cumulative foreign         |               |           |                                        |                                               |               
|currency translation       |               |          
|adjustments                |               |          
|Comprehensive income       |               |           |                                        |                                               |               
|Cash dividends             |               |           |                                        |                                               |               
|declared ($.61 per         |               |          
|share)                     |               |          
|Stock options              |               |           |                                        | 163,235                                       |               
|exercised, net of          |               |          
|shares tendered            |               |          
|Balance, December 29, 2001 |               |           |                                        | 27,874,263                                    |               
|Net earnings               |               |           |                                        |                                               |               
|Cumulative foreign         |               |           |                                        |                                               |               
|currency translation       |               |          
|adjustments                |               |          
|Comprehensive income       |               |           |                                        |                                               |               
|Cash dividends             |               |           |                                        |                                               |               
|declared ($.64 per         |               |          
|share)                     |               |          
|Stock options              |               |           |                                        | 628,742                                       |               
|exercised, net of          |               |          
|shares tendered            |               |          
|Treasury stock             |               |           |                                        |                                               |               
|purchases                  |               |          
|Other                      |               |           |                                        | 441                                           |               
|Balance, December 28, 2002 |               |           |                                        | 28,503,446                                    |               
|Net earnings               |               |           |                                        |                                               |               
|Cumulative foreign         |               |           |                                        |                                               |               
|currency translation       |               |          
|adjustments                |               |          
|Comprehensive income       |               |           |                                        |                                               |               
|Cash dividends             |               |           |                                        |                                               |               
|declared ($.67 per         |               |          
|share)                     |               |          
|Stock options              |               |           |                                        | 544,047                                       |               
|exercised, net of          |               |          
|shares tendered            |               |          
|Other                      |               |           |                                        | 695                                           |               
|Balance, January 3, 2004   |               |           |                                        | 29,048,188                                    |               

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

22

---

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

For the Years Ended January 3, 2004,
December 28, 2002, and December 29, 2001

# 1 SIGNIFICANT ACCOUNTING
POLICIES

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

# BUSINESS

The Corporation operates in three
business segments, print, supply-chain management and healthcare. The Corporations
print segment provides a comprehensive combination of printing and digital imaging
solutions to leading publishers and direct marketers. Products and services in this
segment include books, catalogs, publications, product brochures, literature management
services, educational materials and e-business services. The Corporations global
supply-chain management businesses provide a wide range of outsourcing capabilities,
primarily to the worlds largest technology companies. Services range from materials
sourcing, product configuration and customized kitting, to order fulfillment and global
distribution. The Corporations healthcare segment produces and sources disposable
products used in outpatient clinics, dental offices and hospitals. Customers, who are
primarily located throughout the United States and Europe, are granted credit on an
unsecured basis. The Corporation maintains an allowance for doubtful accounts based upon
the expected collectibility of accounts receivable and, to date, such losses have been
within managements expectations. No single customer accounted for more than 10% of
consolidated sales during 2003, 2002, or 2001.

# YEAR-END

The Corporation reports its results
of operations on a 52/53 week year ending on the Saturday closest to December 31.
Operations included 53 weeks in 2003 and 52 weeks in 2002 and 2001.

# 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.

# REVENUE RECOGNITION

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

The Corporation records all shipping
and handling fees billed to customers as revenue, and related costs as cost of goods sold,
when incurred, in accordance with EITF 00-10 Accounting for Shipping and Handling
Fees and Costs.

# FOREIGN CURRENCY
TRANSLATION

For all subsidiaries outside the
United States, with the exception of operations in Mexico, the Corporation uses the local
currency as the functional currency. For those operations using a functional currency
other than the U.S. dollar, assets and liabilities are translated into U.S. dollars at
year-end exchange rates, and revenues and expenses are translated at weighted-average
exchange rates. The resulting translation adjustments are recorded as a separate component
of shareholders investment. Operations in Mexico use the U.S. dollar as the
functional currency. Gains and losses from foreign currency transactions are included in
net earnings.

23

---

# CASH AND CASH EQUIVALENTS

The Corporation considers all highly
liquid investments, with maturities of less than 90 days at the date of purchase, to be
cash equivalents. The cost of these investments, which are considered as available
for sale for financial reporting purposes, approximates fair value at January 3,
2004, and December 28, 2002. There were no realized gains or losses on these investments
during 2003, 2002 and 2001.

# FAIR VALUE OF FINANCIAL
INSTRUMENTS

The carrying amounts of cash and cash
equivalents, receivables and accounts payable approximated fair value as of January 3,
2004, and December 28, 2002, due to the short maturities of these instruments. 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 3, 2004, and
December 28, 2002, including current maturities, was estimated to be $124,462,000 and
$153,769,000, respectively.

# INVENTORIES

Inventories are stated at the lower
of cost, using the first-in, first-out method, or market. Inventories include material,
labor and manufacturing overhead. Inventories at January 3, 2004, and December 28, 2002,
were as follows:

|                                  
|----------------------------------
|Dollars in thousands              
|                                  
|Raw materials and supplies        
|                                  
|Work-in-process and finished goods
|                                  
|Net inventories                   
|                                  

# PLANT AND EQUIPMENT

Plant and equipment are stated at
cost and depreciated over the estimated useful life of the assets. Depreciation is
computed using the straight-line method for financial reporting purposes. Accelerated
depreciation methods are used for income tax reporting purposes. Leasehold improvements
are amortized over the term of the leases on a straight-line basis. The 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.

Plant and equipment are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset or group of assets may not be recoverable. If the sum of the expected
undiscounted cash flows is less than the carrying value of the related asset or group of
assets, a loss is recognized for the difference between the fair value and carrying value
of the asset or group of assets. Such analyses necessarily involve significant judgment.

# CAPITALIZED INTEREST

The Corporation capitalizes interest
on major building and equipment installations and depreciates the amount capitalized over
the lives of the related assets. Total interest incurred was $9,218,000 in 2003,
$11,509,000 in 2002, and $15,386,000 in 2001 of which $798,000, $166,000, and $1,666,000
was capitalized in 2003, 2002 and 2001, respectively.

# CAPITALIZED SOFTWARE
DEVELOPMENT COSTS

The Corporation capitalizes costs
incurred to develop or obtain software for internal use based on guidance provided by the
Accounting Standards Executive Committee SOP 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. Qualifying costs incurred
during the application development stage are capitalized, and such costs are depreciated
over the estimated useful life of the software when it is placed into service.

24

---

The Corporation capitalizes costs
incurred to develop software products for sale to third parties based on guidance provided
by Statement of Financial Accounting Standards (SFAS) No. 86, Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed, and as such,
capitalizes such costs upon determination that technological feasibility has been
established for that product. Costs incurred prior to the establishment of technological
feasibility are charged to expense. When the software product is available for general
release to customers, capitalization ceases and such costs are amortized on a
product-by-product basis over the estimated useful life of the software. There were no
costs related to developing software products for sale to third parties capitalized at
January 3, 2004. At December 28, 2002, the Corporation determined that its capitalized
software costs related to the digital content management product were not realizable based
on the projected undiscounted cash flows of the related product. Accordingly, the
unamortized balance at December 28, 2002, of $9,843,000 was written-off and is included in
the asset impairment charge described in Note 12.

# GOODWILL

The Corporation adopted SFAS No. 142,
Goodwill and Other Intangible Assets, effective December 30, 2001. Under SFAS
No. 142, goodwill is no longer amortized, but is reviewed for impairment on an annual
basis.  In connection with the adoption of SFAS No. 142, the Corporation completed
the transitional goodwill impairment test and based on this analysis, the Corporation
concluded that no impairment existed at the time of adoption and, accordingly, the
Corporation did not recognize any transitional impairment loss.

The Corporation completed the annual
impairment tests in the fourth quarter of each of 2003 and 2002. This analysis was based
on the comparison of the fair value of its reporting units to the carrying value of the
net assets of the respective reporting units. The Corporation concluded that no impairment
of goodwill existed as the time of the annual impairment test in 2003. During 2002, the
Corporation determined that goodwill for one of its reporting units was impaired and,
accordingly, the Corporation recognized a goodwill impairment charge in the fourth quarter
of 2002 of $2,241,000.

# ENVIRONMENTAL COSTS

The Corporation accrues for losses
associated with environmental obligations when such losses are probable and reasonably
estimable. Costs of estimated future expenditures are not discounted to their present
value. The accruals, which are subject to management judgment, are adjusted as facts and
circumstances change.

# 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.
Weighted average common shares for computation of basic earnings per share were
25,499,789; 25,227,990; and 24,659,129, in 2003, 2002 and 2001, respectively. Weighted
average common and common equivalent shares for computation of diluted earnings per share
were 25,742,979; 25,565,826; and 24,857,239, in 2003, 2002 and 2001, respectively.

The shares outstanding used to
compute diluted earnings per share for 2003, 2002 and 2001 excluded outstanding options to
purchase 524,584, 196,000 and 268,883 shares of common stock, respectively, with
weighted-average exercise prices of $35.08, $35.20 and $26.64, respectively. These 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.

25

---

# STOCK-BASED COMPENSATION

The Corporation has two stock-based
employee compensation plans (see Note 8). SFAS No. 123, Accounting for Stock-Based
Compensation, encourages, but does not require, companies to record compensation
cost for stock-based employee compensation plans at fair value. The Corporation has chosen
to continue applying Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations, in accounting for its equity
incentive plans. Accordingly, because the number of shares is fixed and the exercise price
of the stock options equals the market price of the underlying stock on the date of grant,
no compensation expense has been recognized.

Had compensation cost been determined
based upon the fair value at the grant date for awards under the plans based on the
provisions of SFAS No. 123, the Corporations pro forma net earnings and earnings per
share would have been as follows:

|                                              
|----------------------------------------------
|Dollars in thousands, except per share amounts
|                                              
|Net earnings:                                 
|As reported                                   
|Deduct: Total stock-based employee            
|compensation expense determined under fair    
|value based method, net of tax                
|Pro forma                                     
|                                              
|Earnings per share:                           
|As reported:                                  
|Basic                                         
|Diluted                                       
|Pro forma:                                    
|Basic                                         
|Diluted                                       
|                                              

The fair value of each stock 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 2003, 2002 and 2001,
respectively: risk-free interest rates of 3.4%, 3.6%, and 5.2%; expected dividend yields
of 1.8%, 1.8%, and 2.3%; expected option lives of 5.7, 6.0, and 6.0 years; and expected
volatility of 26%, 26%, and 35%. Based on these assumptions, the weighted average fair
value per option at the date of grant in 2003, 2002 and 2001 was $9.51, $9.17, and $6.77,
respectively.

# RESEARCH AND DEVELOPMENT
COSTS

Research and development costs are
charged to operations as incurred and amounted to $851,000 and $919,000 in 2003 and 2002,
respectively.

# DERIVATIVE FINANCIAL
INSTRUMENTS

The Corporation enters into foreign
currency forward exchange contracts to mitigate exposure related to receivables and
payables denominated in foreign currencies. Those contracts are adjusted to fair value at
each balance sheet date with the gain or loss reflected in operations. For each of the
three years presented, the gain or loss recognized on these contracts was not material.

# USE OF ESTIMATES

26

---

The preparation of financial
statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the amounts
reported in the accompanying financial statements and notes. Actual results could differ
from those estimates.

# NEW ACCOUNTING STANDARDS

In December 2003, the Financial
Accounting Standards Board (FASB) revised SFAS No. 132, Employers Disclosures
about Pensions and Other Postretirement Benefits, which was adopted by the
Corporation on December 15, 2003. Effective January 3, 2004, the Corporation made the
disclosures required under SFAS No. 132.

In January 2003, the FASB issued FIN
No. 46, Consolidation of Variable Interest Entities, which requires the
consolidation of variable interest entities (VIEs). VIEs are entities for which control is
achieved through means other than voting rights. The consolidation requirements of FIN No.
46 were applicable immediately to all VIEs in which an interest was acquired after January
31, 2003. For VIEs in which an interest was acquired before February 1, 2003, the
consolidation requirements of FIN No. 46 are generally effective at the end of fiscal year
2004. The Corporation is not party to any VIE arrangements.

The Corporation has applied the
provisions of SFAS No. 146, which is effective for exit or disposal activities initiated
after December 31, 2002, to the restructuring completed in 2003 described in Note 11.

# RECLASSIFICATIONS

Certain reclassifications have been
made to the 2002 financial statements to conform to the 2003 presentation.

# 2 ACQUISITIONS AND INVESTMENTS

On February 24, 2003, the Corporation
acquired Qualipak Incorporated (Qualipak) for $2,379,000 in cash. Qualipak is
a provider of secondary packaging, kit assembly, fulfillment and distribution services for
publishers, consumer healthcare markets and over-the-counter pharmaceuticals. The purchase
price plus the liabilities assumed exceeded the fair value of the tangible and intangible
assets acquired by $2,000,000, which has been recorded as goodwill. The Corporation has
included the results of Qualipak in the consolidated financial statements since the
acquisition date. The purchase price allocation for this acquisition is as follows
(dollars in thousands):

|                                 
|---------------------------------
|Current assets                   
|                                 
|Net property plant and  equipment
|                                 
|Goodwill                         
|                                 
|Current liabilities              
|                                 
|Total purchase price             
|                                 

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

During 2000, the Corporation acquired
a minority equity interest of approximately 13% in Xyan.com Inc. (Xyan.com), a start-up
Internet-enabled digital document solutions provider. In March 2001, Xyan.com filed for
bankruptcy under Chapter 11 as a result of the inability to obtain additional financing
for its continued operation, coupled with unfavorable operating results due to the
economic downturn in its market. In response to Xyan.coms filing for bankruptcy, the
Corporation wrote-off the cost of its minority interest in Xyan.com. This write-off
resulted in a non-operating charge of $12,500,000 in 2001.

27

---

# 3 GOODWILL

Changes in the carrying amount of
goodwill by segment during the years ended January 3, 2004, and December 28, 2002 consist
of the following (dollars in thousands):

|                                   
|-----------------------------------
|Balance at December 29, 2001       
|Translation adjustments for        
|goodwill denominated in foreign    
|currencies                         
|Impairment charge (see Note 1)     
|                                   
|Balance at December 28, 2002       
|Translation adjustments for        
|goodwill denominated in foreign    
|currencies                         
|Acquistion of Qualipak (see Note 2)
|                                   
|Balance at January 3, 2004         
|                                   

As required by SFAS No. 142, the
results of operations for periods prior to its adoption have not been restated. The
following table reconciles reported net earnings and earnings per share to pro forma net
earnings and earnings per share that would have resulted for the year ended December 29,
2001, if SFAS No. 142 had been adopted on December 31, 2000 (dollars in thousands, except
per share amounts):

|                          
|--------------------------
|Net earnings              
|Basic earnings per share  
|Diluted earnings per share

# 4 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 3, 2004, the Corporation had short-term credit facilities
totaling $108 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 $3 million is secured credit facilities denominated in Euros and
Pounds Sterling, which can be used to finance the Corporations European operations.
As of and during each of the years ending January 3, 2004, and December 28, 2002, the
Corporation had no short-term borrowings outstanding.

28

---

# 5 LONG-TERM DEBT

Long-term debt consists of the
following:

|                                                        |            |            |           
|------------------------------------------------------- | ---------- | ---------- | ----------
|                                                       
|Dollars in thousands                                    | Maturities | 2003       | 2002      
|                                                       
|Promissory Notes:                                      
|                                                       
|8.05                                                    | 2004-2005  | $   25,000 | $   37,500
|                                                       
|6.81                                                    | 2004-2010  | 35,000     | 35,000    
|                                                       
|7.98                                                    | 2004-2010  | 15,476     | 17,857    
|                                                       
|7.62                                                    | 2004-2009  | 13,095     | 15,476    
|                                                       
|7.38                                                    | 2005-2015  | 15,000     | 15,000    
|                                                       
|9.53                                                    | 2004-2005  | 3,636      | 5,455     
|                                                       
|Capital Lease Obligations at 8.75%                      | 2004-2007  | 585        | 710       
|                                                       
|Industrial Revenue Bonds:                              
|                                                       
|Floating interest rate,                                
|approximating 80% of the prime rate                     | 2015       | 3,000      | 3,000     
|                                                       
|Other notes, fixed and variable rates of interest, 4.0% | 2004-2007  | 1,042      | 868       
|to 9.4%                                                
|                                                       
|                                                        |            | 111,834    | 130,866   
|                                                       
|Less current maturities                                 |            | (24,122)   | (19,377)  
|                                                       
|Long-term debt                                          |            | $   87,712 | $ 111,489 
|                                                       

Maturities of long-term debt during
the next five years are: 2004, $24,122,000; 2005, $25,731,000; 2006, $11,289,000; 2007,
$12,258,000; and 2008, $11,126,000.

The Promissory Notes 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 note holders. 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 certain types of liens. The Corporation was in compliance with all debt
covenants at January 3, 2004.

One of the Promissory Notes restricts
the payment of dividends. As of January 3, 2004, $114,263,000 of retained earnings was
available for the payment of dividends under the most restrictive of such covenants.

# 6 CONTINGENCIES

On June 26, 2003, the Corporation
settled a lawsuit with Singapore-based Mentor Media, Ltd. (Mentor)           relating to
its proposed acquisition of Mentor. The Corporation recorded a           charge of
$4,602,000 in the second quarter of 2003 in connection with the           settlement.

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

29

---

# 7 CAPITAL STOCK

The Corporations authorized
capital consists of 300,000 shares of preferred stock ($10 par value) and 75 million
shares of common stock ($.10 par value).

The Board of Directors authorized a
program for the repurchase by the Corporation of up to $210 million of its common stock.
Through January 3, 2004, the Corporation, pursuant to this authorization, had purchased
5,519,400 shares of its common stock at an aggregate cost of $129,517,000. 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 have been recorded as
treasury stock. No shares were repurchased during 2003. At January 3, 2004, the
Corporation held 3,256,400 shares of its common stock in treasury. These shares may be
reissued pursuant to the Corporations equity incentive plans or for other purposes.

Pursuant to the Corporations
Shareholder Rights Plan, which was adopted on November 5, 2001, 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 $140 per share (equivalent to
$70 per one-half share), subject to adjustment. The rights will become exercisable if a
person or group acquires 15% or more of the Corporations common stock or announces a
tender offer for 15% or more of the common stock. Upon the occurrence of certain events,
including a person or group acquiring 15% 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 $.001 per right at any time prior to the
rights becoming exercisable or prior to their expiration in November 2011, subject to
amendment.

# 8 STOCK OPTIONS

At January 3, 2004, the Corporation
had options outstanding or available for grant under two stock option plans  the
Equity Incentive Plan and the 1991 Stock Option Plan. The Equity Incentive Plan provides
for the issuance of non-qualified and incentive stock options 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 grant. Options granted under the Equity Incentive Plan may be exercised up to ten
years from the date of grant. The plans include provisions that authorize options to be
granted to non-employee Directors. At January 3, 2004, 821,632 shares of the
Corporations common stock were reserved for future stock option grants.

The following table summarizes
activity under the stock option plans:

|                                 |           |            |                      
|-------------------------------- | --------- | ---------- | ---------------------
|                                
|                                 | Options   | PriceRange | WeightedAverage Price
|                                
|Outstanding at December 30, 2000 | 2,384,868 | $18 - $31  | $              23    
|Granted                          | 775,500   | $26 - $28  | $              28    
|Exercised                        | (278,523) | $18 - $28  | $              23    
|Canceled or expired              | (75,668)  | $18 - $31  | $              24    
|                                
|Outstanding at December 29, 2001 | 2,806,177 | $18 - $31  | $              25    
|Granted                          | 755,500   | $29 - $37  | $              35    
|Exercised                        | (744,776) | $18 - $28  | $              23    
|Canceled or expired              | (81,666)  | $18 - $31  | $              26    
|                                
|Outstanding at December 28, 2002 | 2,735,235 | $18 - $37  | $              28    
|Granted                          | 779,500   | $27 - $38  | $              37    
|Exercised                        | (680,921) | $18 - $36  | $              24    
|Canceled or expired              | (97,167)  | $18 - $35  | $              31    
|                                
|Outstanding at January 3, 2004   | 2,736,647 | $18 - $38  | $              31    
|                                

30

---

The following table summarizes weighted
average information by range of exercise prices for stock options outstanding and
exercisable at January 3, 2004:

|                       
|-----------------------
|Range of
Exercise
Price
|$18-$27                
|$28-$34                
|$35-$38                
|                       
|$18-$38                
|                       

The options outstanding but not
exercisable at January 3, 2004, become exercisable at various times through 2006 in
accordance with the vesting schedules of the plans.

During 2003, 2002 and 2001, 136,874,
116,034, and 115,288 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s only equity
compensation plan not approved by security holders is the Banta Corporation Director Stock
Grant Plan, which was terminated in December 2003. Under that plan each of the
Corporations non-employee directors was eligible for shares of common stock with a
market value equal to 50% of the then current annual retainer fee payable to the
Corporations directors. In lieu of receiving shares of common stock under the
Director Stock Grant Plan, non-employee directors were allowed to defer such award
pursuant to the terms of the Corporations deferred compensation plan for its
directors.

# 9 OPERATING LEASES

The Corporation leases certain
manufacturing facilities, warehouses, office space, office equipment, automobiles and
trucks. Annual rentals amounted to $24,512,000, $22,824,000 and $22,339,000 in 2003, 2002
and 2001, respectively. Minimum rental commitments for the years 2004 through 2008
aggregate $19,052,000, $16,115,000, $12,527,000, $10,227,000 and $8,199,000, respectively,
and $19,911,000, thereafter.

As the result of business decisions
in prior years, the Corporation is obligated for lease payments for three facilities that
are no longer in use. The costs of future lease obligations including real estate taxes,
less expected sub-lease income, have been included in the consolidated balance sheets and
total $6,399,000 and $8,937,000 at January 3, 2004 and December 28, 2002, respectively.
Gross commitments for the years 2004 through 2007 aggregate $2,280,000, $2,206,000,
$1,702,000, and $1,299,000, respectively.

31

---

# 10 EMPLOYEE BENEFIT
PLANS

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

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 materially affect the
Corporations costs.

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

The expected long-term rate of return
on assets assumption was chosen from the range of likely results of compound average
annual returns over a 10-year time horizon based on the plans current investment
policy. The expected return and volatility for each asset class was based on historical
equity, bond and cash market returns during the period 1926 through 2003. While this
approach gives appropriate consideration to recent fund performance and historical
returns, the assumption is primarily a long-term, prospective rate. Based on the analysis,
the expected long-term return assumption for the plan will remain at 9.0%.

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

|                      
|----------------------
|2003                  
|Service cost-benefits 
|earned during the year
|Interest cost on      
|projected benefit     
|obligation            
|Expected return on    
|plan assets           
|Amortization of prior 
|service cost          
|Amortization of       
|transition obligation 
|(asset)               
|Amortization of net   
|loss (gain)           
|                      
|Net pension and       
|postretirement        
|benefits expense      
|                      

32

---

Significant assumptions used by the
Corporations actuary in determining net pension and postretirement benefits expense
for the Corporations plans are presented below:

|                
|----------------
|                
|Discount rate   
|for periodic    
|benefit cost    
|                
|Rate of increase
|in compensation 
|                
|Long-term rate  
|of return on    
|plan assets     
|                

The following table presents a
reconciliation of the funded status of the plans using an assumed discount rate of 6.25%
at January 3, 2004, and 6.75% at December 28, 2002:

|                                        
|----------------------------------------
|Dollars in thousands                    
|Change in benefit obligation:           
|Benefit obligation at beginning         
|of year                                 
|Service cost                            
|Interest cost                           
|Actuarial loss (gain)                   
|Participants' contributions             
|Plan amendments                         
|Benefits paid                           
|                                        
|Benefit obligations at end of year      
|                                        
|Change in plan assets:                  
|Fair value of plan assets at            
|beginning of year                       
|Actual return on plan assets            
|Employer contributions                  
|Participants' contributions             
|Benefits paid                           
|                                        
|Fair value of plan assets at end of     
|year                                    
|                                        
|Plan assets less than benefit obligation
|Unrecognized net actuarial gain (loss)  
|Unrecognized prior service cost         
|Unrecognized transition obligation      
|                                        
|Accrued (prepaid) pension cost          
|                                        

33

---

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 $12,750,000 and $9,105,000 in 2003, respectively,
and $11,063,000 and $7,605,000 in 2002, respectively.

The Corporation maintains target
allocation percentages among various asset classes based on an investment policy
established for the pension plan, which is designed to achieve long-term objectives of
return, while mitigating against downside risk and considering expected cash flows. The
current weighted-average target asset allocations are as follows: equity securities 70%
and debt securities 30%. The investment policy is reviewed periodically in order to
achieve overall objectives in light of current circumstances. There are no plan assets
invested in the common stock of the Corporation.

The Corporations pension plan
weighted-average asset allocations for the qualified plans at January 3, 2004, and
December 28, 2002, by asset category are as follows:

|                 
|-----------------
|Asset Category:  
|                 
|Equity securities
|                 
|Debt securities  
|                 
|Other            
|                 
|Total            
|                 

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

The following benefit payments, which
reflect expected future service, as appropriate, are expected to be paid:

|Dollars in thousands | Pension Benefits | Post Retirement Benefits
|-------------------- | ---------------- | ------------------------
|2004                 | $5,436           | $486                    
|2005                 | 5,826            | 472                     
|2006                 | 6,149            | 480                     
|2007                 | 6,456            | 492                     
|2008                 | 6,898            | 505                     
|2009-2013            | 41,124           | 2,213                   
|                    

Approximately 1,100 of the
Corporations U.S. employees are covered by multi-employer union-sponsored,
collectively bargained defined benefit pension plans. Pension expense includes $2,194,000,
$2,453,000, and $2,406,000 in 2003, 2002 and 2001, respectively, attributable to the
multi-employer plans. These costs are determined in accordance with the provisions of
negotiated labor contracts.

34

---

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 2003, 2002,
and 2001 were $3,287,000, $3,023,000, and $2,779,000, respectively.

# 11  RESTRUCTURING

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

On January 28, 2003, the Corporation
announced a restructuring involving its consumer catalog business and a realignment of
operating activities within its supply-chain management segment. The objective of the
plan, which was implemented throughout 2003, was to consolidate certain operations,
leverage existing capacity, improve efficiencies and reduce costs

The reconciliation of the beginning
and ending restructuring liabilities included in the balance sheet for 2003 are as follows
(dollars in thousands):

|                         
|-------------------------
|Employee severance and   
|benefits liabilities     
|Facility costs           
|Impaired assets and other
|liabilities              
|                         
|Total                    
|                         

Approximately $12.0 million of the
restructuring charges related to the print segment and the remaining $5.0 million of these
charges related to the supply-chain management segment. The charges include $1.3 million
of estimated costs to exit certain multi-employer, defined benefit pension plans. The
remaining balance of $6,261,000 in accrued restructuring costs will be paid in future
years based on contractual obligations. The restructuring activities were substantially
completed in 2003, and the Corporation does not expect to record additional charges in
2004 related to these activities.

# 12  ASSET IMPAIRMENT
CHARGE

In the fourth quarter of 2002, the
Corporation recorded a non-cash asset impairment charge of $26.8 million. The impairment
charge included a reduction in the asset carrying value of the Corporations digital
content management software product of $9.8 million based on an analysis of future cash
flow projections for the product. The charge also included a $7.4 million write-off of the
investment in and advances to Banta G. Imagen S. de R. L. de C.V., a Mexican joint venture
based in Queretaro, Mexico. The 50% equity interest was acquired in July of 1999 and
disposed of in 2003. The remaining components of the impairment charge included a $3.9
million reduction in the carrying value of assets held for sale in the print sector, a
$2.2 million goodwill impairment charge and updated assessments on other long-lived
assets.

35

---

# 13 INCOME TAXES

The provision for income taxes
consists of the following:

|Dollars in thousands       |  |  |   | 2003   |  |   | 2002   |   |   | 2001   |  
|-------------------------- |  |  | - | ------ |  | - | ------ | - | - | ------ | -
|                          
|Current:                   |  | 
|Federal                    |  |  | $ | 14,519 |  | $ | 28,744 |   | $ | 26,853 |  
|State                      |  |  |   | 4,096  |  |   | 4,390  |   |   | 5,226  |  
|Foreign                    |  |  |   | 4,381  |  |   | 3,318  |   |   | 3,235  |  
|                           |  |  |   | 22,996 |  |   | 36,452 |   |   | 35,314 |  
|Deferred                   |  |  |   | 4,804  |  |   | (8,450 | ) |   | (3,114 | )
|                          
|Provision for income taxes |  |  | $ | 27,800 |  | $ | 28,002 |   | $ | 32,200 |  
|                          

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

|                                     |  |  |  | 2003 |   |  | 2002 |   |  | 2001 |  
|------------------------------------ |  |  |  | ---- | - |  | ---- | - |  | ---- | -
|                                    
|Statutory federal income tax rate    |  |  |  | 35.0 | % |  | 35.0 | % |  | 35.0 | %
|Foreign income tax rate differential |  |  |  | (6.3 | ) |  | (3.9 | ) |  | (4.1 | )
|State and local income taxes,        |  | 
|less applicable federal tax benefit  |  |  |  | 3.0  |   |  | 4.5  |   |  | 4.5  |  
|Other, net                           |  |  |  | 5.7  |   |  | 3.4  |   |  | 3.8  |  
|                                    
|Effective income tax rate            |  |  |  | 37.4 | % |  | 39.0 | % |  | 39.2 | %
|                                    

Temporary differences that give rise
to the deferred tax assets and liabilities at January 3, 2004, and December 28, 2002, are
as follows:

|Dollars in thousands                    |  |  |   | 2003    |   |   | 2002    |  
|--------------------------------------- |  |  | - | ------- | - | - | ------- | -
|                                       
|Net current deferred tax assets:        |  | 
|Vacation accrual                        |  |  | $ | 3,776   |   | $ | 3,920   |  
|Other accrued liabilities               |  |  |   | 7,987   |   |   | 9,803   |  
|Reserve for uncollectible accounts      |  |  |   | 1,656   |   |   | 1,962   |  
|Other                                   |  |  |   | 2,066   |   |   | 1,522   |  
|                                       
|Net current deferred tax assets         |  |  | $ | 15,485  |   | $ | 17,207  |  
|                                       
|Net long-term deferred tax liabilities: |  | 
|Accelerated depreciation                |  |  | $ | (22,523 | ) | $ | (23,522 | )
|Deductible goodwill amortization        |  |  |   | (2,986  | ) |   | (2,160  | )
|Accrued pension cost                    |  |  |   | (361    | ) |   | 714     |  
|Accrued postretirement benefit cost     |  | 
|                                        |  |  |   | 5,848   |   |   | 5,731   |  
|Deferred compensation                   |  |  |   | 3,977   |   |   | 3,413   |  
|Other                                   |  |  |   | 1,252   |   |   | 2,145   |  
|                                       
|Net long-term deferred tax liabilities  |  |  | $ | (14,793 | ) | $ | (13,679 | )
|                                       

No provision for U.S. income taxes or
foreign withholding taxes has been made on the undistributed earnings of foreign
subsidiaries as such earnings are considered to be permanently invested. At January 3,
2004, the undistributed earnings amounted to $87,590,000. In addition, no provision or
benefit for U.S. income taxes have been made on foreign currency translation gains or
losses.

36

---

The non-United States component of
income before income taxes was $24,958,000, $17,571,000, and $20,996,000 in 2003, 2002 and
2001, respectively.

# 14  SEGMENT INFORMATION

The Corporation operates in three
business segments, print, supply-chain management, and healthcare. The print segment
provides a comprehensive combination of printing and digital imaging solutions to leading
publishers and direct marketers, including catalogs, publications, product brochures,
literature management, educational materials and e-business services. The
Corporations global supply-chain management businesses provide a wide range of
outsourcing capabilities, primarily to the worlds largest technology companies.
Services range from materials sourcing, product configuration and customized kitting, to
order fulfillment and global distribution. The Corporations healthcare segment
produces and sources 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 Note 1
Significant Accounting Policies. The Corporation evaluates performance based on earnings
from operations. Summarized segment data for 2003, 2002 and 2001 are as follows:

|Dollars in thousands          |  |  |   | 2003      |  |   | 2002      |  |   | 2001      | 
|----------------------------- |  |  | - | --------- |  | - | --------- |  | - | --------- | 
|                             
|Net Sales                     |  | 
|Printing                      |  |  | $ | 959,287   |  | $ | 977,282   |  | $ | 1,009,047 | 
|Supply-chain management       |  |  |   | 358,839   |  |   | 292,582   |  |   | 345,865   | 
|Healthcare                    |  |  |   | 100,371   |  |   | 96,593    |  |   | 103,023   | 
|                             
|Total                         |  |  | $ | 1,418,497 |  | $ | 1,366,457 |  | $ | 1,457,935 | 
|                             
|Earnings from Operations      |  | 
|Printing                      |  |  | $ | 54,711    |  | $ | 72,039    |  | $ | 93,778    | 
|Supply-chain management       |  |  |   | 35,828    |  |   | 27,754    |  |   | 24,683    | 
|Healthcare                    |  |  |   | 12,075    |  |   | 10,254    |  |   | 9,549     | 
|                             
|Total1                        |  |  | $ | 102,614   |  | $ | 110,047   |  | $ | 128,010   | 
|                             
|Total assets                  |  | 
|Printing                      |  |  | $ | 517,034   |  | $ | 501,553   |  | $ | 530,769   | 
|Supply-chain management       |  |  |   | 210,845   |  |   | 141,920   |  |   | 151,867   | 
|Healthcare                    |  |  |   | 55,265    |  |   | 56,848    |  |   | 66,596    | 
|                             
|Total1                        |  |  | $ | 783,144   |  | $ | 700,321   |  | $ | 749,232   | 
|                             
|Capital expenditures          |  | 
|Printing                      |  |  | $ | 57,086    |  | $ | 20,625    |  | $ | 41,146    | 
|Supply-chain management       |  |  |   | 5,789     |  |   | 4,640     |  |   | 5,933     | 
|Healthcare                    |  |  |   | 431       |  |   | 427       |  |   | 1,616     | 
|                             
|Total1                        |  |  | $ | 63,306    |  | $ | 25,692    |  | $ | 48,695    | 
|                             
|Depreciation and Amortization |  | 
|Printing                      |  |  | $ | 50,841    |  | $ | 59,133    |  | $ | 59,447    | 
|Supply-chain management       |  |  |   | 8,190     |  |   | 14,066    |  |   | 9,732     | 
|Healthcare                    |  |  |   | 3,295     |  |   | 3,725     |  |   | 4,749     | 
|                             
|Total1                        |  |  | $ | 62,326    |  | $ | 76,924    |  | $ | 73,928    | 
|                             

1 Difference between
segment total and the total included in the consolidated financial statements is
unallocated corporate headquarters amounts and $10.8 million in unallocated corporate
headquarters asset impairment charges in 2002.

37

---

The following table presents a
reconciliation of certain segment information to the totals contained in the consolidated
financial statements:

|Dollars in thousands                |  |  |   | 2003    |   |   | 2002    |   |   | 2001    |  
|----------------------------------- |  |  | - | ------- | - | - | ------- | - | - | ------- | -
|                                   
|Earnings before income taxes:       |  | 
|Reportable segment earnings         |  |  | $ | 102,614 |   | $ | 110,047 |   | $ | 128,010 |  
|Unallocated corporate expenses      |  |  |   | (21,000 | ) |   | (17,598 | ) |   | (19,601 | )
|Unallocated asset impairment charge |  |  |   | --      |   |   | (10,806 | ) |   | --      |  
|Interest expense                    |  |  |   | (8,420  | ) |   | (11,343 | ) |   | (13,720 | )
|Write-off of investment             |  |  |   | --      |   |   | --      |   |   | (12,500 | )
|Other income (expense)              |  |  |   | 1,220   |   |   | 1,501   |   |   | 8       |  
|                                   
|Earnings before income taxes        |  |  | $ | 74,414  |   | $ | 71,801  |   | $ | 82,197  |  
|                                   
|Total assets:                       |  | 
|Reportable segment assets           |  |  | $ | 783,144 |   | $ | 700,321 |   | $ | 749,232 |  
|Intergroup receivable elimination   |  |  |   | (223    | ) |   | (206    | ) |   | (330    | )
|Other unallocated amounts           |  |  |   | 103,102 |   |   | 105,149 |   |   | 39,144  |  
|                                   
|Consolidated total assets           |  |  | $ | 886,023 |   | $ | 805,264 |   | $ | 788,046 |  
|                                   

Summarized geographic data for the
Corporations operations for 2003, 2002 and 2001 are as follows (net sales are
attributed to countries primarily based on location of operation):

|                        |  |  |  
|----------------------- |  |  | -
|Dollars in thousands    |  |  |  
|                       
|Net sales:              |  | 
|United States           |  |  | $
|Ireland                 |  |  |  
|Other foreign countries |  |  |  
|                       
|                        |  |  | $
|                       
|Assets:                 |  | 
|United States           |  |  | $
|Ireland                 |  |  |  
|Other foreign countries |  |  |  
|                       
|                        |  |  | $
|                       

38

---

The following table presents Financial
information by quarter for the years 2003 and 2002.

|                                            
|--------------------------------------------
|Dollars in
thousands
(except per
share data)
|Net sales                                   
|                                            
|Gross earnings                              
|                                            
|Net earnings                                
|                                            
|Basic earnings                              
|per share                                   
|                                            
|Diluted                                     
|earnings per                                
|share                                       
|                                            

39

---

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

None.

Item 9A.  Controls and
Procedures

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

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

# PART III

Item 10.  Directors and
Executive Officers of the Registrant

The
information under the captions Election of Directors, Board of Directors
 Committees and Other Matters-Section 16(a) Beneficial Ownership
Reporting Compliance to be contained in the Corporations definitive proxy
statement for the annual meeting of shareholders to be held on April 27, 2004, when such
proxy statement is filed with the Securities Exchange Commission, will be incorporated
herein by reference in response to a portion of this Item. Reference is also made to the
information under the heading Executive Officers of the Corporation included
under Item 1 of Part I of this report.

The
Corporation has adopted a Code of Ethics for Senior Financial Officers that covers the
principal executive officer, the principal financial officer and the principal accounting
officer or controller. This Code is posted on the Corporations website at
http:/banta.com. If any substantive amendments are made to the Code of Ethics for Senior
Financial Officers or the Board of Directors grants any waiver from a provision of the
Code to any officers of the Corporation, then the Corporation will disclose the nature of
such amendment or waiver on its website at the above address.

Item 11.  Executive
Compensation

The
information under the captions Board of Directors and Executive
Compensation (other than the information under the subheading Committee Report
on Executive Compensation) to be contained in the Corporations definitive
proxy statement for the annual meeting of shareholders to be held on April 27, 2004, when
such proxy statement is filed with the Securities and Exchange Commission, will be
incorporated herein by reference in response to this Item.

Item 12.  Security
Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The
information under the caption Stock Ownership to be contained in the
Corporations definitive proxy statement for the annual meeting of shareholders to be
held on April 27, 2004, when such proxy statement is filed with the Securities and Exchange Commission, will be
incorporated herein by reference in response to this Item.

40

---

The
following table provides information about the Corporations equity compensation
plans (including individual compensation arrangements) as of January 3, 2004.

|Plan category                 | Number of securities to be
issued upon the exercise of
outstanding options,
warrants and rights (1) | Weighted-average exercise
price of outstanding
options, warrants and rights | Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in the first
column) (2)
|----------------------------- | --------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans     |                                                                                                     |                                                                             |                                                                                                                                                      
|approved by security holders  | 2,736,647                                                                                           | $31.31                                                                      | 821,632                                                                                                                                              
|Equity compensation plans not
|approved by security holders  | --                                                                                                  | --                                                                          | --                                                                                                                                                   
|                             
|Total                         | 2,736,647                                                                                           | $31.31                                                                      | 821,632                                                                                                                                              
|                             

| | (1) | Represents
options to purchase the Corporations common stock granted under
                    the Corporations 1991 Stock Option Plan and Equity Incentive
Plan, as                     amended.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes
108,994 shares of the Corporations common stock available for
                    issuance under the Corporations 1991 Stock Option Plan and
712,638 shares                     of the Corporations common stock available for
issuance under the                     Corporations Equity Incentive Plan, as
amended.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 13.  Certain
Relationships and Related Transactions

The
information under the caption Other Matters  Related Party Transaction
to be contained in the Corporations definitive proxy statement for the annual
meeting of shareholders to be held on April 27, 2004, when such proxy statement is filed
with the Securities and Exchange Commission, will be incorporated herein by reference in
response to this Item.

Item 14. Principal
Accountant Fees and Services

The
information under the caption Ratification of Ernst & Young LLP As Independent
Auditors of the Company for 2004  Independent Auditors Fees to be
contained in the Corporations definitive proxy statement for the annual meeting of
shareholders to be held on April 27, 2004, when such proxy statement is filed with the
Securities and Exchange Commission, will be hereby incorporated herein by reference in
response to this item.

41

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# PART IV

Item 15.  Exhibits,
Financial Statement Schedules and Reports on Form 8-K

| | (a) | The
following documents are filed as part of this report:
| | --- | ---------------------------------------------------------

|         
|---------
|FORM 10-K
|1.       
|         
|         
|         
|         
|         
|         
|         
|         
|         
|         
|         
|         
|2.       
|         
|         
|         
|3.       
|3.       
|         
|4.       
|         
|         
|         
|         
|         
|         
|         
|         
|         
|         
|         
|         
|         
|*10.     
|         
|         
|         
|         
|         

42

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|     |                                                                                                                           |  | 
|---- | ------------------------------------------------------------------------------------------------------------------------- |  | 
|     | (g) Basic Form of Deferred Compensation Agreements under (pre-January 1994) 1985 and 1988                                
|     | Deferred Compensation Plans for Key Employees (18)                                                                       
|     | (h) Basic Form of Deferred Compensation under (post-December 1993) 1988 Deferred Compensation plan for Key Employees (19)
|     | (i) Revised Form of Indemnity Agreements with Directors and Certain Officers (20)                                        
|     | (j) Executive Trust Agreement (21)                                                                                       
|     | (k) Amendment to Executive Trust Agreement (22)                                                                          
|     | (l) 1991 Stock Option Plan, as amended (23)                                                                              
|     | (m) Description of Supplemental Long-term Disability Plan (24)                                                           
|     | (n) Letter Agreement with Donald D. Belcher (25)                                                                         
|     | (o) Equity Incentive Plan, as amended (26)                                                                               
|     | (p) Agreement with Stephanie A. Streeter (27)                                                                            
|     | (q) Amendment to the Deferred Compensation Plans for Key Employees (28)                                                  
|     | (r) Executive Deferred Compensation Plan "B" (29)                                                                        
|     | (s) Economic Profit Long-Term Incentive Compensation Plan, as amended and restated (30)                                  
|     | (t) Supplemental Retirement Plan for Donald D. Belcher (31)                                                              
|     | (u) Short-Term Incentive Plan, as amended and restated                                                                   
|     | (v) Deferred Compensation Plan for Certain Directors, as amended and restated                                            
|     | (w) Agreement with Geoffrey J. Hibner                                                                                    
|21.  | List of Subsidiaries.                                                                                                    
|23.  | Consent of Independent Auditors                                                                                          
|31.1 | Certification by the Chief Executive Officer pursuant to Rule 13a-14(a).                                                 
|31.2 | Certification by the Chief Financial Officer pursuant to Rule 13a-14(a).                                                 
|32.  | Written Statement of Chief Executive Officer and Chief Financial Officer                                                 
|     | pursuant to Section 906 of the Sarbanes Oxley Act of 2002                                                                

|* | Exhibits
10(a) through 10(t) are management contracts or compensatory plans or arrangements. All
documents incorporated herein by reference are filed with the Commission under File No.
1-14637.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (1) | Exhibit
No. 19(b) to Form 10-Q for the quarter ended April 3, 1993 is hereby
               incorporated herein by reference.
| | --- | -----------------------------------------------------------------------------------------------------------------------------

| | (2) | Exhibit
No. 3.2 to Form 10-Q for the quarter ended September 27, 2003 is hereby
               incorporated herein by reference.
| | --- | --------------------------------------------------------------------------------------------------------------------------------

| | (3) | Exhibit
No. 4(a) to Form 10-Q for the quarter ended July 2, 1988 is hereby
               incorporated herein by reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------------

| | (4) | Exhibit
No. 4 to Form 10-Q for the quarter ended September 29, 1990 is hereby
               incorporated herein by reference.
| | --- | ------------------------------------------------------------------------------------------------------------------------------

| | (5) | Exhibit
No. 4.1 to the Form 8-A Registration Statement dated November 5, 2001 is
               hereby incorporated herein by reference.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Exhibit
No. 4.1 to the Form 10-Q for the quarter ended September 28, 2002 is
               hereby incorporated herein by reference.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Exhibit
No. 4(a) to Form 10-Q for the quarter ended July 2, 1994 is hereby
               incorporated herein by reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------------

43

---

| | (8) | Exhibit
No. 4(c) to Form 10-Q for the quarter ended July 2, 1994 is hereby
               incorporated herein by reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------------

| | (9) | Exhibit
No. 4(a) to Form 10-Q for the quarter ended September 30, 1995 is hereby
               incorporated herein by reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

| | (10) | Exhibit
No. 4(a) to Form 10-Q for the quarter ended April 1, 2000 is hereby
               incorporated herein by reference.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | (11) | Exhibit
No. 4.1 to Form 10-Q for the quarter ended July 1, 2000 is hereby
               incorporated herein by reference.
| | ---- | --------------------------------------------------------------------------------------------------------------------------

| | (12) | Exhibit
No. 10 to Form 10-K for the year ended January 1, 1983 is hereby
               incorporated herein by reference.
| | ---- | -------------------------------------------------------------------------------------------------------------------------

| | (13) | Exhibit
No. 10(d) to Form 10-K for the year ended January 1, 2000 is hereby
               incorporated herein by reference.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | (14) | Exhibit
No. 10(e) to Form 10-K for the year ended January 1, 2000 is hereby
               incorporated herein by reference.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | (15) | Exhibit
No. 10(f) to Form 10-K for the year ended January 1, 2000 is hereby
               incorporated herein by reference.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | (16) | Exhibit
No. 10(j) to Form 10-K for the year ended December 30, 1989 is hereby
               incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

| | (17) | Exhibit
No. 10(a) to Form 10-Q for the quarter ended April 2, 1994 is hereby
               incorporated herein by reference.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------

| | (18) | Exhibit
No. 10(l) to Form 10-K for the year ended December 30, 1989 is hereby
               incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

| | (19) | Exhibit
No. 10(b) to Form 10-Q for the quarter ended April 2, 1994 is hereby
               incorporated herein by reference.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------

| | (20) | Exhibit
No. 10(a) to Form 10-Q for the quarter ended March 28, 1992 is hereby
               incorporated herein by reference .
| | ---- | -------------------------------------------------------------------------------------------------------------------------------

| | (21) | Exhibit
No. 10(r) to Form 10-K for the                year ended December 30, 1989 is hereby
incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

| | (22) | Exhibit
No. 10(s) to Form 10-K for the year ended January 1, 1994 is hereby
               incorporated herein by reference.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | (23) | Exhibit
No. 10(t) to Form 10-K for the year ended December 28, 1996 is hereby
               incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

| | (24) | Exhibit
No. 10(a) to Form 10-Q for the quarter ended October 2, 1993 is hereby
               incorporated herein by reference.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------

| | (25) | Exhibit
No. 10(a) to Form 10-Q for the quarter ended October 1, 1994 is hereby
               incorporated herein by reference.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------

| | (26) | Exhibit
No. 10.1 to Form 10-Q for the quarter ended June 30, 2001 is hereby
               incorporated herein by reference.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | (27) | Exhibit
No. 10(w) to Form 10-K for the year ended December 30, 2000 is hereby
               incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

44

---

| | (28) | Exhibit
No. 10 (x) to Form 10-K for the year ended December 30, 2000 is hereby
               incorporated herein by reference.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------

| | (29) | Exhibit
No. 10.2 to Form 10-Q for the quarter ended June 30, 2001 is hereby
               incorporated herein by reference.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | (30) | Exhibit
No. 10(x) to Form 10-K for the year ended December 29, 2001 is hereby
               incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

| | (31) | Exhibit
No. 10(x) to Form 10-K for the year ended December 28, 2002 is hereby
               incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

| | All
documents incorporated herein by reference are filed with the Commission under File No.
1-14637.
| | ----------------------------------------------------------------------------------------------------

| | (b) | Reports
on Form 8-K The Corporation filed a Current Report on Form 8-K, dated October 28, 2003,
furnishing under Item 12 the Corporations press release dated October 28, 2003,
with respect to financial results for the three and nine month periods ended September
27, 2003 and earnings guidance for fiscal 2003.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | The
exhibits required to be filed are identified in Item 15(a)3. above.
| | --- | -----------------------------------------------------------------------

45

---

# Report of Ernst & Young
LLP, Independent Auditors

To the Shareholders of
Banta Corporation:

We have audited the accompanying
consolidated balance sheets of Banta Corporation (the Corporation) as of January 3, 2004
and December 28, 2002, and the related consolidated statements of earnings, shareholders investment
and cash flows for the fiscal years then ended. 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.  The financial statements of
the Corporation for the fiscal year ended December 29, 2001 were audited by other
auditors who have ceased operations and whose report dated January 28, 2002, expressed an
unqualified opinion on those statements.

We conducted our audits in
accordance with auditing standards generally accepted in the United States. 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 consolidated
financial statements referred to above present fairly, in all material respects, the
consolidated financial position of the Corporation at January 3, 2004 and December 28,
2002, and the consolidated results of its operations and its cash flows for the fiscal
years then ended, in conformity with accounting principles generally accepted in the
United States.

As discussed in Note 1 to the
financial statements, the Corporation changed its method of accounting for goodwill
effective December 30, 2001.

As discussed above, the financial
statements of the Corporation for the fiscal year ended December 29, 2001 were audited by
other auditors who have ceased operations.  As described in Note 3, these financial
statements have been revised to include the transitional disclosures required by
Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets,
which was adopted by the Corporation as of December 30, 2001.  Our audit procedures with
respect to the disclosures in Note 3 with respect to fiscal 2001 included (a) agreeing
the previously reported net earnings to the previously issued financial statements and
the adjustments to reported net earnings representing amortization expense (including any
related tax effects) recognized in those periods related to goodwill to the Corporations
underlying records obtained from management, and (b) testing the mathematical accuracy of
the reconciliation of adjusted net earnings to reported net earnings, and the related
earnings-per-share amounts.  In our opinion, the disclosures for fiscal 2001 in Note 3
are appropriate.  However, we were not engaged to audit, review, or apply any procedures
to the fiscal 2001 financial statements of the Corporation other than with respect to
such disclosures and, accordingly, we do not express an opinion or any other form of
assurance on the fiscal 2001 financial statements taken as a whole.

/s/ Ernst & Young LLP
Milwaukee, Wisconsin January 26, 200

46

---

Note: These are copies of the audit
reports previously incorporated by reference or issued by Arthur Andersen LLP
(Andersen) in connection with the Banta Corporation Form 10-K filing for the
fiscal year ended December 29, 2001. The inclusion of these previously issued Andersen
reports is pursuant to the Temporary Final Rule and Final Rule Requirements for
Arthur Andersen LLP Auditing Clients, issued by the U.S. Securities and Exchange
Commission in March 2002. Note that these previously issued Andersen reports include
references to certain fiscal years, which are not required to be presented in the
accompanying consolidated financial statements as of and for the years ended December 28,
2002 and December 29, 2001. These audit reports have not been reissued by Arthur Andersen
LLP in connection with this filing on Form 10-K.

# 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 December 29, 2001, and December 30, 2000, and the related consolidated
statements of earnings, shareholders investment and cash flows for each of the
fiscal years in the three-year period ended December 29, 2001. 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 auditing standards generally accepted in the United States. 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 December 29, 2001, and December 30,
2000, and the results of their operations and their cash flows for each of the fiscal
years in the three-year period ended December 29, 2001, in conformity with accounting
principles generally accepted in the United States.

/s/ Arthur Andersen LLP

Arthur Andersen LLPMilwaukee,
WisconsinJanuary 28, 2002

# REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS

We have audited in accordance with
auditing standards generally accepted in the United States, the consolidated financial
statements included in the Banta Corporation annual report to shareholders incorporated by
reference in this Form 10-K, and have issued our report thereon dated January 28, 2002.
Our audit was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the index in item 14(a) (2) is the responsibility of the
Corporations management and is presented for purposes of complying with the
Securities and Exchange Commissions rules and is not part of the basic consolidated
financial statements. The schedule has been subjected to the auditing procedures applied
in the audit of the basic consolidated financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.

/s/ Arthur Andersen LLP

Arthur Andersen LLPMilwaukee,
WisconsinJanuary 28, 2002

47

---

# BANTA
CORPORATIONSCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED January 3,
2004, December 28, 2002 and December 29, 2001

Reserve for Doubtful Receivables:
(Dollars in thousands)

|     | Balance, Beginning
of Year | Additions
Charged to
Earnings | Charges to
Reserve, Net | Balance, End of
Year
|---- | -------------------------- | ----------------------------- | ----------------------- | --------------------
|2003 |                            |                               | $                       | 6,582               
|     |                           
|2002 |                            |                               | $                       | 7,084               
|     |                           
|2001 |                            |                               | $                       | 8,105               
|     |                           

48

---

# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                      | BANTA CORPORATION                                   
|--------------------- | ----------------------------------------------------
|DATE:  March 18, 2004 | BY:  /s/ Stephanie A. Streeter                      
|                      | Stephanie A. Streeter, President and Chief Executive
|                      | Officer                                             

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|/s/ Donald D. Belcher                                      | March 18, 2004
|---------------------------------------------------------- | --------------
|Donald D. Belcher, Chairman of the Board                  
|and Director                                              
|/s/ Stephanie A. Streeter                                  | March 18, 2004
|Stephanie A. Streeter, President, Chief Executive Officer,
|and Director                                              
|/s/ Geoffrey J. Hibner                                     | March 18, 2004
|Geoffrey J. Hibner, Chief Financial Officer               
|/s/ Jameson Adkins Baxter                                  | March 18, 2004
|Jameson Adkins Baxter, Director                           
|/s/ John F. Bergstrom                                      | March 18, 2004
|John F. Bergstrom, Director                               
|/s/ Henry T. DeNero                                        | March 18, 2004
|Henry T. DeNero, Director                                 
|/s/ Richard L. Gunderson                                   | March 18, 2004
|Richard L. Gunderson, Director                            
|/s/ Paul C. Reyelts                                        | March 18, 2004
|Paul C. Reyelts, Director                                 
|/s/ Ray C. Richelsen                                       | March 18, 2004
|Ray C. Richelsen, Director                                
|/s/ Michael J. Winkler                                     | March 18, 2004
|Michael J. Winkler, Director                              

49

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# Banta Corporation File
No. 1-14637Form 10-K, Year Ended January 3, 2004

EXHIBIT INDEX

_________________

Exhibit Number _____________

|10(u) | Short-Term Incentive Plan, as amended and restated
|----- | --------------------------------------------------

|10(v) | Deferred Compensation Plan for Certain Directors, as amended and restated
|----- | -------------------------------------------------------------------------

|10(w) | Agreement with Geoffrey J. Hibner
|----- | ---------------------------------

|21 | List
of Subsidiaries
|-- | --------------------

|23 | Consent
of Independent Auditors
|-- | -------------------------------

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

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

|32 | Written
Statement of the Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the          Sarbanes Oxley Act of 2002.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------

50