10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 1, 2006

OR

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

Commission File Number 1-14637

BANTA CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer /X/ Accelerated filer / / Non-accelerated filer / /

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

        Common stock outstanding as of April 21, 2005 – 24,005,684 shares.

1

BANTA CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Quarter Ended April 1, 2006

INDEX

			Page Number
PART I	FINANCIAL INFORMATION:
	Item 1 - Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets
		April 1, 2006 and December 31, 2005	3
		Condensed Consolidated Statements of Earnings
		for the Three Months ended April 1, 2006
		and April 2, 2005	4
		Condensed Consolidated Statements of Cash Flows
		for the three Months Ended April 1, 2006
		and April 2, 2005	5
		Notes to Condensed Consolidated Financial Statements -
		April 1, 2006	6-12
	Item 2 - Management's Discussion and Analysis of Financial Condition
		and Results of Operations	13-19
	Item 3 - Quantitative and Qualitative Disclosures about Market Risk		19
	Item 4 - Controls and Procedures		19
PART II	OTHER INFORMATION
	Item 1A - Risk Factors		20
	Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		20
	Item 5 - Other Information		20
	Item 6 - Exhibits		20
SIGNATURES			21
EXHIBIT INDEX			22

2

Part 1 Item 1. Financial Statements

BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	(Dollars in thousands)
ASSETS	April 1, 2006			December 31, 2005
	(unaudited)
Current Assets
Cash and cash equivalents	$	145,752		$	148,895
Receivables		266,074			295,993
Inventories		79,921			80,756
Other current assets		18,742			20,696
Total Current Assets		510,489			546,340
Plant and equipment		993,570			977,760
Less accumulated depreciation		727,540			713,911
Plant and equipment, net		266,030			263,849
Other assets		50,616			40,644
Goodwill		43,662			43,518
Total Assets	$	870,797		$	894,351
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Accounts payable	$	107,780		$	107,943
Accrued salaries and wages		27,052			44,223
Other accrued liabilities		39,963			41,393
Current maturities of long-term debt		11,464			11,460
Total Current Liabilities		186,259			205,019
Long-term debt		65,683			75,046
Deferred income taxes		14,728			15,250
Other non-current liabilities		58,737			56,447
Total Liabilities		325,407			351,762
Shareholders' Investment
Preferred stock-$10 par value;
authorized 300,000 shares; none issued		--			--
Common stock-$.10 par value, authorized 75,000,000 shares;
29,889,048 and 29,787,969 shares issued, respectively		2,989			2,979
Amount in excess of par value of stock		61,926			58,621
Retained earnings		665,661			656,298
Unearned compensation		--			(1,140	)
Treasury stock, at cost - 5,895,035 and 5,670,118 shares, respectively		(191,501	)		(179,270	)
Accumulated other comprehensive income		6,315			5,101
Total Shareholders' Investment		545,390			542,589
	$	870,797		$	894,351

See accompanying notes to unaudited condensed consolidated financial statements

3

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

	(Dollars in thousands, except per share amounts)
	Three Months Ended
	April 1, 2006			April 2, 2005
Continuing operations:
Revenue from printing and supply-chain services	$	383,610		$	386,277
Cost of printing and supply-chain services		302,077			302,358
Gross earnings		81,533			83,919
Selling and administrative expenses		61,900			63,297
Operating earnings from continuing operations		19,633			20,622
Interest expense		(1,313	)		(1,556	)
Interest income		1,421			737
Other income (expense), net		(199	)		414
Earnings from continuing operations
before income taxes		19,542			20,217
Provision for income taxes		5,860			6,470
Earnings from continuing operations		13,682			13,747
Discontinued operations:
Earnings from operations of discontinued
Healthcare segment, net of income taxes		--			960
Gain from sale of Healthcare segment,
net of income taxes		--			1,300
Net earnings	$	13,682		$	16,007
Basic earnings per share of common stock:
Earnings from continuing operations	$	0.57		$	0.55
Earnings from discontinued operations		--			0.04
Earnings from gain on sale of Healthcare segment		--			0.05
Total	$	0.57		$	0.64
Diluted earnings per share of common stock:
Earnings from continuing operations	$	0.56		$	0.54
Earnings from discontinued operations		--			0.04
Earnings from gain on sale of Healthcare segment		--			0.05
Total	$	0.56		$	0.63
Cash dividends per share of common stock	$	0.18		$	0.17

See accompanying notes to condensed consolidated financial statements

4

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

	(Dollars in thousands)
	Three Months Ended
	April 1, 2006			April 2, 2005
Cash Flows from Operating Activities
Net earnings	$	13,682		$	16,007
Depreciation		13,516			14,460
Deferred income taxes		(848	)		14
Tax benefit from the exercise of stock options		--			967
Excess tax benefits from equity compensation		(460	)		--
Non-cash equity compensation		1,702			154
Gain on sale of plant and equipment		(33	)		(219	)
Gain on sale of warehouse related to Healthcare segment		--			(1,300	)
Change in assets and liabilities
Decrease in receivables		29,919			937
Decrease in inventories		835			3,984
Decrease in accounts payable and accrued liabilities		(17,903	)		(14,890	)
Net change in other current assets and liabilities		2,258			3,421
Net change in other non-current assets and liabilities		(7,682	)		913
Cash provided from operating activities		34,986			24,448
Cash Flows From Investing Activities
Capital expenditures		(15,506	)		(9,980	)
Proceeds from the sale of plant and equipment		86			199
Proceeds from the sale of warehouse related to Healthcare segment		--			6,753
Cash used for investing activities		(15,420	)		(3,028	)
Cash Flows From Financing Activities
Repayments of long-term debt		(9,359	)		(1,256	)
Short-term borrowings, net of repayments		--			10,000
Dividends paid		(4,342	)		(4,257	)
Proceeds from exercise of stock options, net		2,917			2,771
Repurchase of common stock		(13,147	)		(15,664	)
Excess tax benefits from equity compensation		460			--
Other		(64	)		--
Cash used for financing activities		(23,535	)		(8,406	)
Effect of exchange rate changes on cash and cash equivalents		826			(5,706	)
Net (decrease) increase in cash		(3,143	)		7,308
Cash and cash equivalents at the beginning of period		148,895			133,093
Cash and cash equivalents at the end of the period	$	145,752		$	140,401
Cash payments for:
Interest, net of capitalized interest	$	900		$	1,069
Income taxes		392			487

See accompanying notes to condensed consolidated financial statements

5

BANTA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 1, 2006
(UNAUDITED)

1) Basis of Presentation

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

In the opinion of management, the aforementioned financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Results for the three months ended April 1, 2006 are not necessarily indicative of results that may be expected for the year ending December 30, 2006. Certain prior year amounts have been reclassified to conform to the 2006 presentation.

2) Divestiture

The Corporation completed the sale of substantially all of the assets of its single-use healthcare products subsidiary, Banta Healthcare Group, Ltd. (“Healthcare”), to an affiliate of Fidelity Capital Investors, Inc. on April 12, 2005. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the results of operations of Healthcare for the first quarter of 2005, which previously comprised the entire healthcare segment, and the gain on the sale of a warehouse in Rialto, CA, related to Healthcare, have been reflected in discontinued operations in the accompanying consolidated statements of earnings. The sale of the warehouse resulted in net proceeds of $6.8 million and a gain of $2.1 million ($1.3 million net of related taxes). The gain on the sale of the remaining assets of Healthcare was recorded in the Corporation’s second quarter of 2005.

3) Inventories

Inventories consist of the following (dollars in thousands):

	April 1, 2006		December 31, 2005
Raw materials		$43,357		$44,541
Work-in-process and finished goods		36,564		36,215
		$79,921		$80,756

4) Earnings Per Share of Common Stock

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

6

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

	Three Months Ended
	April 1, 2006	April 2, 2005
Basic	24.1	25.0
Diluted	24.5	25.4

5) Comprehensive Earnings

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

	Three Months Ended
	April 1, 2006		April 2, 2005
Net earnings		$13,682		$16,007
Foreign currency translation
adjustments		1,214		(6,465)
Comprehensive earnings		$14,896		$  9,542

6) Goodwill

Changes in the carrying amount of goodwill by segment for the quarter ended April 1, 2006 consist of the following (dollars in thousands):

	Printing services		Supply-chain management services		Total
Balance at December 31, 2005		$37,552		$5,966		$43,518
Translation adjustments for goodwill
denominated in foreign currencies		--		144		144
Balance at April 1, 2006		$37,552		$6,110		$43,662

7) Stock-Based Compensation

At April 1, 2006, the Corporation had shares outstanding or available for grant under three stock-based compensation plans – the 2005 Equity Incentive Plan (“2005 Plan”), the Equity Incentive Plan (“1995 Plan”) and the 1991 Stock Option Plan (“1991 Plan”). The 2005 and 1995 Plans provide for the issuance of non-qualified and incentive stock options, stock appreciation rights, and non-vested stock to officers and key employees. The exercise prices for options or stock appreciation rights under such plans may not be less than the fair value of the common stock on the date of the grant. Options granted under the 1991 Plan (which provides for only the grant of stock options) may be exercised up to five years after the date of grant. Options granted under the 2005 and 1995 Plans may be exercised up to 10 years from the date of grant. The 2005 Plan includes automatic grants of stock options to non-employee Directors on an annual basis. The Corporation has historically issued new common stock in order to satisfy stock option exercises and intends to do so to satisfy future awards. Non-vested stock awards have been issued from previously acquired treasury shares and the Corporation intends to continue this practice. At April 1, 2006, 3,067,259 shares of the Corporation’s common stock were reserved for future equity incentive awards.

7

The following table summarizes stock option activity under the equity incentive plans:

	Options			Price Range		Weighted Average Price
Outstanding at January 3, 2004		2,736,647			$18 - $38		$31
Granted		553,254			$38 - $46		$40
Exercised		(360,832	)		$18 - $38		$26
Canceled or expired		(71,831	)		$28 - $38		$35
Outstanding at January 1, 2005		2,857,238			$18 - $46		$34
Granted		507,413			$40 - $50		$46
Exercised		(686,671	)		$18 - $46		$29
Canceled or expired		(142,410	)		$23 - $47		$39
Outstanding at December 31, 2005		2,535,570			$18 - $50		$37
Granted		328,052			$49 - $51		$51
Exercised		(120,522	)		$18 - $38		$32
Canceled or expired		(11,233	)		$38 - $47		$43
Outstanding at April 1, 2006		2,731,867			$18 - $51		$39

The following table summarizes weighted average information by range of exercise prices for stock options outstanding and exercisable at April 1, 2006:

	Options Outstanding			Options Exercisable
Range of Exercise Price	Number Outstanding at April 1, 2006	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number Exercisable at April 1, 2006	Weighted Average Exercise Price
$18-$27	221,200	4.0 years	$ 24	221,200	$ 24
$28-$34	305,147	5.8 years	$ 29	294,480	$ 29
$35-$38	1,235,313	7.0 years	$ 37	864,705	$ 37
$39-$51	970,207	9.1 years	$ 47	146,068	$ 43
$18-$51	2,731,867	7.4 years	$ 39	1,526,453	$ 34

The options outstanding but not exercisable at April 1, 2006, become exercisable at various times through 2009 in accordance with the vesting schedules of the plans. The intrinsic value (defined as the difference between the market price of the underlying common stock and the grant price) of options outstanding at April 1, 2006, was $36,197,000, and the intrinsic value of options exercisable at April 1, 2006, was $27,430,000. During the first quarter of 2006, the intrinsic value of options exercised was $2,106,000.

8

The following table summarizes non-vested stock activity under the equity incentive plans:

	Shares	Price Range	Weighted Average Fair Value
Outstanding at January 3, 2004	--	$ --	$ --
Granted	23,988	$38 - $46	$ 45
Outstanding at January 1, 2005	23,988	$38 - $46	$ 45
Granted	25,537	$ 43	$ 43
Vested	(8,000)	$38 - $46	$ 45
Forfeited	(3,378)	$ 46	$ 46
Outstanding at December 31, 2005	38,147	$38 - $46	$ 43
Granted	44,981	$ 51	$ 51
Vested	(7,566)	$ 43	$ 43
Outstanding at April 1, 2006	75,562	$38 - $51	$ 48

The intrinsic value of non-vested shares at April 1, 2006, was $3,928,000. The intrinsic value of non-vested shares that vested during the quarter ended April 1, 2006, was $377,000.

Effective January 1, 2006, the Corporation adopted SFAS No. 123 (R), “Share-Based Payment.” SFAS No. 123 (R) requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award at the grant date and recognition of the compensation expense over the period during which an employee is required to provide service in exchange for the award (generally the vesting period). The Corporation had previously accounted for its stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Because the number of stock options granted was fixed and the exercise price equaled the market price of the Corporation’s underlying common stock on the date of grant, no compensation cost was previously recognized under APB No. 25 in the statements of earnings for stock options granted prior to January 1, 2006. The Corporation adopted SFAS No. 123 (R) using the modified prospective method, under which compensation expense related to stock options that were not vested as of January 1, 2006 and future grants of stock will be recognized in the consolidated statements of earnings. Prior period compensation expense related to stock options is presented on a pro-forma basis. The Corporation’s stock option and non-vested stock awards primarily vest ratably over a 3-year period from the date of grant (subject to acceleration in certain cases). The Corporation has elected to recognize compensation expense using the straight-line method over the vesting period of the award.

The Corporation previously had and will continue to expense awards of non-vested stock based on the fair value of the Corporation’s common stock at the date of grant. As a result of adopting SFAS No. 123 (R), unearned compensation previously recorded in equity was closed to the amount in excess of par value of stock on January 1, 2006. All stock-based compensation expense not recognized at January 1, 2006 and compensation expense related to future grants of stock options will be recorded directly to the amount in excess of par value of stock.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions used for grants in the first quarter of 2006, and the full fiscal years of 2005 and 2004, respectively: risk-free interest rates of 4.4%, 3.9% and 3.6%; expected dividend yields of 1.4%, 1.6% and 1.7%; expected option lives of 5.0, 5.0 and 5.3 years; and expected volatility of 20%, 22% and 26%. Based on these assumptions, the weighted average fair value of the options granted at the date of grant in the first quarter of 2006 and the full fiscal years of 2005 and 2004, was $11.43, $10.17 and $9.40, respectively.

9

Total stock-based compensation expense recognized in the accompanying statements of earnings for the three months ended April 1, 2006 and April 2, 2005, was $1,702,000 ($1,021,000 net of related taxes) and $154,000 ($92,000 net of related taxes), respectively. Stock options and non-vested stock accounted for $1,420,000 ($852,000 net of related taxes) and $282,000 ($169,000 net of related taxes), respectively, of the expense recognized for the three months ended April 1, 2006. The expense recognized for the three months ended April 2, 2005 of $154,000 ($92,000 net of related taxes) was entirely related to non-vested stock.

Had all stock-based compensation expense been recognized in the quarter ended April 2, 2005 based under the fair-value-method at the grant date for awards under the plans, the Corporation’s pro forma net earnings and earnings per share would have been as follows (dollars in thousands, except per share amounts):

	Three Months Ended April 2, 2005
Net earnings, as reported:		$  16,007
Add:
Stock based employee compensation expense included in
net earnings, net of related taxes		92
Deduct:
Stock based employee compensation expense determined
under fair-value-based method, net of related taxes		(979	)
Pro forma net earnings		$  15,120
Earnings per share
As reported:
Basic		$      0.64
Diluted		$      0.63
Pro forma:
Basic		$      0.60
Diluted		$      0.60

As of April 1, 2006, the Corporation had unrecognized stock-based compensation expense for stock-based awards granted prior to April 1, 2006, of $12.4 million, net of estimated forfeitures. This expense is expected to be recognized as follows (dollars in thousands):

Remainder of 2006	$	5,164
2007		4,652
2008		2,483
2009		143
Total	$	12,442

8) Employee Benefit Plans

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

10

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.

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

	Pension Benefits						Other Benefits
	Three months ended						Three months ended
	April 1, 2006			April 2, 2005			April 1, 2006			April 2, 2005
Service cost-benefits earned	$	2,796		$	2,564		$	117		$	111
during the year
Interest cost on projected
benefit obligation		2,921			2,674			112			111
Expected return on plan assets		(3,950	)		(3,391	)		--			--
Amortization of prior service cost		2			2			--			--
Amortization of transition obligation		--			--			52			52
Amortization of net loss (gain)		601			352			(106	)		(107	)
Net pension and postretirement benefits
expense	$	2,370		$	2,201		$	175		$	167

The Corporation made a contribution of $10 million to the qualified pension plan during the first quarter of 2006, and currently expects to make no further contributions to its qualified pension plans during the remainder of 2006. A contribution of $775,000 is expected to be made as benefit payments to retired participants under the Corporation’s supplemental retirement plan. A contribution of $254,000 is expected to be made as benefits paid to retirees under the postretirement healthcare plan.

9) Repurchase of Common Stock

In February 2005, the Board of Directors approved a $150 million share repurchase program, which replaced the Corporation’s previous program. As of December 31, 2005, the Corporation had purchased 1,458,500 shares of its common stock under this authority at an aggregate cost of $65,571,000.

During the quarter ended April 1, 2006, the Corporation purchased an additional 268,600 shares of outstanding common stock under this authority at an aggregate cost of $13,147,000.

The shares of common stock held in treasury may be reissued pursuant to the Corporation’s equity incentive plans, or for other purposes. As of April 1, 2006, the Corporation had authority to repurchase up to an additional $71,282,000 in common stock under the current share repurchase program.

11

10) Segment Information

The Corporation operates in two business segments, printing services and supply-chain management services. Summarized segment data for the three months ended April 1, 2006 and April 2, 2005 are as follows (dollars in thousands):

	Three Months Ended
	April 1, 2006		April 2, 2005
Revenue
Printing services	$	280,183	$	274,937
Supply-chain management
services
		103,427		111,340
Total	$	383,610	$	386,277
Earnings from Operations
Printing services	$	16,141	$	16,477
Supply-chain management
services		11,446		12,407
Total	$	27,587	$	28,884

The following table presents a reconciliation of segment earnings from operations to the totals contained in the consolidated condensed financial statements for the three months ended April 1, 2006 and April 2, 2005 (dollars in thousands):

	Three Months Ended
	April 1, 2006			April 2, 2005
Reportable segment earnings from operations	$	27,587		$	28,884
Corporate expenses (not allocated to segments)		(7,954	)		(8,262	)
Interest expense		(1,313	)		(1,556	)
Interest income		1,421			737
Other income (expense), net		(199	)		414
Earnings from continuing operations before
income taxes	$	19,542		$	20,217

12

Item 2.

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

RESULTS OF OPERATIONS
FIRST QUARTER 2006 COMPARED TO FIRST QUARTER 2005

Introduction

Management’s Discussion and Analysis (MD&A) is intended to help the reader understand the results of operations and financial condition of the Corporation. MD&A is provided as a supplement to, and should be read in conjunction with, the Corporation’s financial statements and the accompanying notes to the financial statements. MD&A is organized in the following sections:

Overview
Results of Operations and Related Information
Liquidity and Capital Resources
Critical Accounting Policies
Forward Looking Statements

Overview

The Corporation operates in two business segments, printing services and supply-chain management services. The Corporation’s printing services segment provides a comprehensive combination of printing, binding and digital imaging solutions to leading publishers and direct marketers. Services in this segment include printing and value-added services related to books, catalogs, publications, direct marketing materials and educational materials. This segment also provides literature management services and e-business services. The Corporation’s global supply-chain management services segment provides a wide range of outsourcing capabilities, primarily to many of the world’s largest technology companies. Services in this segment range from materials sourcing, product configuration and customized kitting, to order fulfillment and global distribution.

As discussed in the Corporation’s latest Annual Report on Form 10-K, the Corporation completed the sale of substantially all of the assets of its single-use healthcare products subsidiary, Banta Healthcare Group, Ltd. (“Healthcare”), to an affiliate of Fidelity Capital Investors, Inc. on April 12, 2005. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the results of operations of Healthcare for the first quarter of 2005, which previously comprised the entire healthcare segment, and the gain on the sale of a warehouse in Rialto, CA, related to Healthcare, have been reflected in discontinued operations in the accompanying consolidated statements of earnings. The gain on the sale of the remaining assets of Healthcare was recorded in the Corporation’s second quarter of 2005. The following discussion and analysis relating to results of operations is based on a comparison of the Corporation’s results of operations from continuing operations.

Results of Continuing Operations and Related Information

Summary

The Corporation’s revenue for the first quarter of 2006 decreased 0.7% to $383.6 from $386.3 million in the first quarter of the prior year. Revenue for the first quarter of 2006 increased in the printing services segment while the supply-chain management services segment experienced a decrease in revenue when compared with the prior year’s first quarter. First quarter earnings from continuing operations for 2006 of $13.7 million were comparable to earnings from continuing operations in the same period last year. Diluted earnings per share from continuing operations for the first quarter were 56 cents compared with 54 cents in the first quarter of 2005. Diluted earnings per share for the first quarter of 2006 were positively impacted by higher interest income, a lower tax rate and fewer average shares outstanding. The Corporation had 870,000 fewer average diluted shares outstanding in the first quarter of 2006 compared with the prior year first quarter, the result of share repurchases in 2005 and the first quarter of 2006. Net earnings from continuing operations for the first quarter of 2006 included $1,420,000 of expense ($852,000 net of related taxes) related to the initial recognition of equity-based incentive compensation expense under SFAS No. 123 (R), “Shared-Based Payment” (see Note 7 to the Condensed Consolidated Financial Statements).

13

Revenue from continuing operations

Revenue from continuing operations for the quarter by segment is shown below (dollars in thousands):

	Three Months Ended
Segment	April 1, 2006		April 2, 2005		Change %
Printing services	$	280,183	$	274,937		1.9	%
Supply-chain management services		103,427		111,340		-7.1	%
Total	$	383,610	$	386,277		-0.7	%

Printing services revenue for the first quarter of 2006 was 1.9% higher than the comparable quarter in the prior year. Key issues related to revenue for the first quarter of 2006 in this segment were:

• Rising paper prices increased revenue approximately $6.6 million in the first quarter of 2006 compared to the prior year period. Paper prices were approximately 6% higher than the prior year, and these increases are generally passed on to the customer.

• Revenue in the Book operating unit was down 5% compared with the first quarter in 2005. This reduction was primarily the result of the absence of one large non-recurring project that was produced in the first quarter of 2005. Volume was also negatively impacted by lower sales to customers in the educational printing market, from both a decline in adoption of educational materials by states and the migration of the printing and assembly of some educational materials to China. This decrease was partially offset by higher paper prices, which increased revenue approximately 2 percentage points.

• Revenue for the Literature Management operating unit increased 59% compared with the prior year first quarter. The strong revenue growth was the result of continued print and packaging services to assist a major healthcare insurer with Medicare Part D prescription drug marketing efforts and increased promotional activity from several other key customers.

• Revenue in the Catalog operating unit decreased by 3% compared with the prior year first quarter. This reduction was primarily the result of reduced print volumes from several key customers, which decreased revenue approximately 6 percentage points from the first quarter of 2005. This decrease was partially offset by higher paper prices, which contributed 3 percentage points to revenue over the prior year period.

• The Publications operating unit revenue decreased 5% compared with the first quarter in 2005 due to reduced magazine and commercial print volumes resulting, in part, from competitor pricing. This decrease was partially offset by paper price increases, which contributed 3 percentage points to revenue over the prior year period.

• The Direct Marketing operating unit increased revenue by 3% for the first quarter of 2006 compared with the prior year period. Higher volumes increased revenue by 13% over the prior year period with higher paper prices contributing another 2% compared to the first quarter of 2005. Offsetting these increases were reduced pricing as the result of pricing pressure from customers and slower growth in complex, in-line personalized direct mail products than in the first quarter of 2005.

Revenue for the supply-chain management services segment declined 7% in the first quarter of 2006 compared with the first quarter of 2005. Approximately one-half of the decrease ($3.8 million) resulted from unfavorable changes in foreign currency, with the remainder of the decrease primarily the result of annual negotiated price reductions to several major customers.

The Corporation has a contract with Hewlett-Packard Company in the supply-chain management services segment that runs through 2006, subject to one-year extensions pursuant to an evergreen provision. Pursuant to this evergreen clause, the contract was most recently extended through 2006. Revenue from Hewlett-Packard Company under this agreement totaled approximately $135 million in 2005 and comparable revenue is expected under this contract in 2006. The loss or the modification of this contract could have a material adverse impact on the Corporation’s financial results.

Operating earnings from continuing operations (operating earnings)

Operating earnings from continuing operations (operating earnings) of $19.6 million in the first quarter of 2006 decreased 4.8% from $20.6 million in the prior year first quarter. Operating earnings as a percentage of revenue were 5.1% for the first quarter of 2006, down from 5.3% in the prior year period. Changes in operating earnings as a percentage of revenue are discussed below by segment.

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Segment operating margins were as follows for the first quarter:

Segment	April 1, 2006	April 2, 2005
Printing Services	5.8%	6.0%
Supply-Chain Management Services	11.1%	11.1%

Operating margins for the printing services segment in the first quarter of 2006 decreased to 5.8% from 6.0% in the first quarter of 2005. Overall operating margins in the segment were lower than the prior year primarily due to the recognition of equity-based incentive compensation expense, which totaled $850,000 ($510,000 net of related taxes), and reduced pricing as the result of pricing pressure from customers in several operating units.

The principal raw material used by the Corporation in the printing services segment is paper. Paper prices in the first quarter of 2006 were approximately 6% higher than prices in the first quarter of 2005. The cost of paper is generally passed on to customers and has no significant impact on operating earnings.

Operating margins for the supply-chain management services segment of 11.1% in the first quarter of 2006 were comparable to the prior year first quarter margins. Increased margin from a higher proportion of value-added content and operations improvement initiatives were offset by annual negotiated price reductions to several major customers and the recognition of equity-based incentive compensation expense. Operating margins in this segment continue to be at a level which may be higher than can be sustained long-term, and may decrease in the future based on the expectation of a lesser proportion of value-added content in the product mix and anticipated continued pricing pressure from existing and new customers.

Geographic analysis of revenue and earnings from operations

Revenue and earnings from continuing operations (excluding unallocated corporate expenses) by geographic area for the three months ended April 1, 2006 and April 2, 2005 are presented below (dollars in thousands). Virtually all revenue for the printing services segment was from customers in the United States. Revenue in the supply-chain management services segment was from customers in the United States, Europe and Asia.

	Three Months Ended
	April 1, 2006		April 2, 2005
Revenue
United States	$	312,635	$	303,101
Non-United States		70,975		83,176
Total	$	383,610	$	386,277
Earnings from operations
United States	$	18,924	$	20,110
Non-United States		8,663		8,774
Total	$	27,587	$	28,884

Revenue in the United States increased by 3% in the first quarter of 2006 compared with the same period in 2005. This increase was primarily the result of the revenue growth in the printing services segment as described above. In addition, higher volumes in the supply-chain management services segment in the United States contributed to the increased revenue in the United States. Revenue in the United States in the supply-chain management services segment increased 15% for the first quarter of 2006 and was primarily due to increased demand from the segment’s technology customers. Non-United States revenue decreased 15% in the first quarter from the comparable period in the prior year. Increased unit volumes outside the United States were reduced by price reductions and a shift to lower value-added content in some foreign locations.

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Operating earnings in the United States decreased by 6% in the first quarter compared with the respective prior year period. The decrease was primarily the result of the recognition of equity-based incentive compensation expense and pricing factors described above for the printing services segment. Non-United States operating earnings decreased by approximately 1% in the first quarter of 2006 when compared to the equivalent prior year period. The decrease in the first quarter was primarily the result of pricing reductions outside the United States.

Interest Expense, Interest Income and Other Income (Expense) from Continuing Operations

Interest expense for the first quarter of 2006 was $1.3 million, 16% lower than interest expense of $1.6 million in the comparable period in the prior year. The reduction in interest expense was the result of scheduled repayments of long-term debt. Total long-term debt at April 1, 2006 of $77.1 million was 11% less than the $86.5 million of total long-term debt outstanding at the end of the first quarter of 2005. Essentially all of the Corporation’s long-term debt is at fixed interest rates. As a result, changes in market interest rates have not significantly impacted the Corporation’s interest expense.

Interest income increased $0.7 million to $1.4 million in the first quarter of 2006 from $0.7 million in the first quarter of 2005. The increase in interest income was the result of the Corporation’s movement of some of its cash reserves to higher-yield investments as well as to rising short-term interest rates.

Other expense of $0.2 million in the first quarter of 2006 was a $0.6 million change from the $0.4 million of other income during the comparable period in the prior year. Other expense for 2006 was due primarily to losses on foreign currency transactions. Other income in the prior year period resulted from gains on foreign currency transactions and the sale of fixed assets.

Provision for Income Taxes

The Corporation’s effective tax rate of 30.0% for the first quarter of 2006 was lower than the 32.0% effective tax rate in the first quarter of 2005. The reduction in the effective tax rate resulted from an increase in the expected proportion of foreign earnings generated by the supply-chain management services segment, which has extensive operations in countries whose tax rates are more favorable than the rates in the United States.

Liquidity and Capital Resources

On April 1, 2006, the Corporation had cash and cash equivalents of $146 million. The change in cash and cash equivalents for the periods ended April 1, 2006 and April 2, 2005 was as follows:

Dollars in thousands	April 1, 2006			April 2, 2005
Cash and cash equivalents at beginning of period	$	148,895		$	133,093
Cash provided by operating activities		34,986			24,448
Cash used for investing activities		(15,420	)		(3,028	)
Cash used for financing activities		(23,535	)		(8,406	)
Effect of exchange rate changes on cash and cash equivalents		826			(5,706	)
Net increase (decrease) in cash and cash equivalents		(3,143	)		7,308
Cash and cash equivalents at end of period	$	145,752		$	140,401

Operating Activities

Cash generated from operating activities for the three months ended April 1, 2006 was $35.0 million compared to $24.4 million in the prior year period, an increase of 43%. The increase in cash from operating activities was driven by the collection of accounts receivable from the end of 2005, partially offset by the payment of incentive compensation accruals from the fourth quarter of 2005 and a $10 million contribution to the qualified pension plan made in the first quarter of 2006. Included in the cash flows from operating activities in 2005 were the cash flows from the discontinued Healthcare segment. Cash flows from operating activities related to the discontinued Healthcare segment in the first quarter of 2005 were approximately $3.9 million. The Corporation anticipates that the absence of these cash flows from the discontinued Healthcare segment will not have a materially adverse impact on future liquidity and capital resources.

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Investing Activities

Investing activities in the current period used $15.0 million compared with $3.0 million in the comparable period in the prior year. Capital expenditures of $15.5 million were $5.5 million greater than the $10.0 million in the first quarter of 2005. The Corporation is committed to maintaining modern, safe and efficient plants and to providing customers with enhanced supply-chain management services as well as new printing and digital imaging technologies. Proceeds from the sale of a warehouse related to the Healthcare segment in the first quarter of 2005 were $6.8 million. The proceeds from the sale of the remaining assets of the Healthcare business were received when the sale was completed in the second quarter of 2005.

Financing Activities

Cash used for financing activities in the first quarter of 2006 reflected share repurchases, payment of dividends to shareholders and repayments of long-term debt; partially offset by proceeds from stock option exercises.

The Corporation has in effect a stock repurchase program pursuant to which it may repurchase shares of its common stock on the open market or in privately negotiated transactions from time to time. During the first quarter of 2006, the Corporation purchased 268,600 shares of common stock under the repurchase program at an aggregate cost of $13.1 million. The 2006 share repurchases were principally financed by cash provided by operating activities. As of April 1, 2006, the Corporation had authority to repurchase up to an additional $71.3 million in common stock under the current share repurchase program. 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.

Management believes the Corporation’s financial condition is strong and that its ability to generate cash from operations and its ability to issue short-term and long-term debt are adequate to fund working capital, capital spending, payment of dividends, repurchases of common stock and other investments for the foreseeable future.

Critical Accounting Policies

The Corporation’s accounting policies are more fully described in Note 1 to the consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. 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 postretirement 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. Revenue is recognized, net of estimated discounts, allowances and returns, when title and risk of loss transfers to the customer and the earnings process is complete. The Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition,” provides guidance on the application of accounting principles generally accepted in the United States to selected revenue recognition issues. In addition, revenue in the supply-chain management services segment is 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. In general, 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. Revenue 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.

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The Corporation records shipping and handling fees billed to customers as revenue, and records the related costs as cost of printing and supply-chain services, when incurred.

• Goodwill. In accordance with SFAS No. 142 “Goodwill and Other Intangible Assets,” goodwill is no longer amortized, but is reviewed for impairment on an annual basis. The Corporation completed the annual impairment tests in the fourth quarter of 2005, 2004 and 2003. 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 tests in 2005, 2004 and 2003.

• Stock-based compensation. Effective January 1, 2006, the Corporation adopted SFAS No. 123 (R), “Share-Based Payment.” SFAS No. 123 (R) requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award at the grant date and recognition of the compensation expense over the period during which an employee is required to provide service in exchange for the award (generally the vesting period). The Corporation had previously accounted for its stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Because the number of stock options granted was fixed and the exercise price equaled the market price of the Corporation’s underlying common stock on the date of grant, no compensation cost was previously recognized under APB No. 25 in the statements of earnings for stock options granted prior to January 1, 2006. The Corporation adopted SFAS No. 123 (R) using the modified prospective method, under which compensation expense related to stock options that were not vested as of January 1, 2006 and future grants of stock will be recognized in the consolidated statements of earnings. The Corporation’s stock option and non-vested stock awards primarily vest ratably over a 3-year period from the date of grant (subject to acceleration in certain cases). The Corporation has elected to recognize compensation expense using the straight-line method over the vesting period of the award. The Corporation continues to use the Black-Scholes-Merton valuation model to determine the fair value of stock options at the date of grant.

• Retirement benefits. The Corporation has significant pension and postretirement 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. The discount rate is based upon the 10-year Moody’s Aa bond rate at the end of each year. 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 postretirement expense recognized in future periods.

• Asset impairments. Impairments of long-lived assets are accounted for under SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.”Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

• Income taxes. The Corporation’s annual tax rate is determined based on income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires some items to be included in the tax return at different times than the items reflected in the financial statements. As a result, the annual tax rate in the financial statements is different than the rate reported on the Corporation’s tax return. Some of these differences are permanent, such as expenses that are not deductible in the tax return and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities.

Inherent in determining the annual tax rate are judgments regarding business plans, planning opportunities and expectations about future outcomes. Significant management judgments are required for the following items:

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• Management reviews the Corporation’s deferred tax assets for realizability. Valuation allowances are established when management believes that it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the tax provision.

• The Corporation establishes accruals for certain tax contingencies when, despite the belief that the Corporation’s tax return positions are fully supported, the Corporation believes that certain positions may be challenged. The tax contingency accruals are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation.

• The Corporation has not provided for possible U.S. taxes or foreign withholding taxes on the undistributed earnings of foreign subsidiaries that are considered to be reinvested indefinitely.

Forward-Looking Statements

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, changes in customers’ order patterns or demand for the Corporation’s services, pricing pressures imposed by competitive factors and the Corporation’s customers, changes in raw material and energy costs and availability, unanticipated changes in sourcing of raw materials (including paper) by customers, unanticipated changes in operating expenses, unanticipated production difficulties, unanticipated issues associated with the Corporation’s non-U.S. operations, changes in the pattern of outsourcing supply-chain management services by customers, unanticipated costs or delays associated with ongoing productivity-enhancing projects, unanticipated acquisition or loss of significant customer contracts or relationships, unanticipated issues associated with the strategic objective of growing the supply-chain management business, 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, unanticipated changes in the Corporation’s effective income tax rate, unanticipated swings in foreign currency exchange rates, any unanticipated weakening of the economy, unanticipated changes in the pattern of sourcing printed material in low cost countries by customers and other risks described under the Item 1A “Risk Factors” of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Corporation’s exposure to market risk since December 31, 2005. See Item 7A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Item 4. Controls and Procedures

Evaluation of 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.

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Changes in Internal Controls. There were no 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 II: OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes in the Corporation’s risk factors from those disclosed in our 2005 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about repurchases of common stock effected by the Corporation during the quarter ended April 1, 2006:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
January 1, 2006 - February 4, 2006		--	$	--		--	$	84,429,000
February 5, 2006 - March 4, 2006		136,600		49.08		136,600	$	77,725,000
March 5, 2006 - April 1, 2006		132,000		48.81		132,000	$	71,282,000
Total		268,600	$	48.95		268,600

During the quarter ended April 1, 2006, the Corporation purchased 268,600 shares of outstanding common stock under its repurchase program at an aggregate cost of $13,147,000. The share repurchase program was approved in February 2005 and authorizes the repurchase of shares with an aggregate value of up to $150 million. The share repurchase program does not have an expiration date.

In addition, during the fiscal month of January 2006, 1,298 shares at a cost of $64,744 were tendered by and reacquired from current employees to satisfy tax-withholding requirements in connection with the vesting of non-vested stock.

Item 5. Other Information

As part of it’s annual compensation review and based on certain criteria, the Compensation Committee of the Board of Directors of Banta Corporation approved a discretionary bonus to Ms. Stephanie A. Streeter, Chairman of the Board, President and Chief Executive Officer in January 2006 in the amount of $280,000. This amount was recognized in 2005 and included in the results of operations for the year ended December 31, 2005.

Item 6. Exhibits

(a)   Exhibits –

3.1 By-laws of Banta Corporation, as amended through March 22, 2006.

10.1 Agreement with David F. Engelkemeyer.

10.2 Termination and Non-Competition Agreement with Edward P. Allen.

10.3 Form of Agreement with David F. Engelkemeyer and Edward P. Allen (incorporated by reference to Exhibit No. 10(e) to Form 10-K for the year ended January 1, 2000 [Commission File No. 001-14637]).

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

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BANTA CORPORATION

/s/ Geoffrey J. Hibner
Geoffrey J. Hibner
Chief Financial Officer (Principal Financial Officer)
Date: May 4, 2006

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BANTA CORPORATION
EXHIBIT INDEX TO FORM 10-Q
For The Quarter Ended April 1, 2006

Exhibit Number

3.1 By-laws of Banta Corporation, as amended through March 22, 2006 (Incorporated by reference to Exhibit 3.2 of Banta Corporation’s Form 8-K dated March 22, 2006 (File No. 1-14637)).

10.1 Agreement with David F. Engelkemeyer.

10.2 Termination and Non-Competition Agreement with Edward P. Allen

10.3 Form of Agreement with David F. Engelkemeyer and Edward P. Allen (incorporated by reference to Exhibit No. 10(e) to Form 10-K for the year ended January 1, 2000 [Commission File No. 001-14637]).

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

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

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

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EX-10.1

Exhibit 10.1

January 5, 2004

Mr. David F. Engelkemeyer
2 Bluff Road
Hull, MA 02045

Dear Dave:

The purpose of this letter is to set forth the terms of your employment with Banta Corporation as Vice President of Operations. As we discussed, your first day of employment will be February 2, 2004. This offer is contingent upon your successful completion of an employment-related physical including drug screen.

Your base salary will be $250,000 per year, with a next annual merit review in January 2005. You will participate in Banta’s Economic Profit Incentive Award Plan, and be eligible for a target bonus of 40% of your base salary, subject to Banta’s financial results. You will also participate in Banta’s Economic Profit Long-Term Incentive Award Plan and be eligible for an annual target bonus of 25% of your base salary, payable over a three-year period.

Upon joining Banta, you will be granted a non-statutory option to purchase 12,000 shares of Banta common stock under Banta’s 1995 Equity Incentive Plan. The exercise price for the option will be Banta’s closing price on the business day before your first day of employment. You will be eligible to participate in future option grants to executives as determined by Banta’s Compensation Committee.

To provide you security in the event of a “change of control”, you will be offered a three (3) year Key Executive Employment and Severance Agreement (KEESA). It is understood that prior to any “change in control”, as defined in the KEESA, either you or Banta may terminate your employment at any time. However, in the event that Banta should terminate your employment other than for reason of disability or for “cause” (as defined in the KEESA) prior to a change in control, you will be entitled to a severance payment equal to one (1) year salary and Banta will continue to provide health insurance for (1) year.

Mr. David F. Engelkemeyer
January 5, 2004
Page 2

In addition to the above, you will be entitled to participate in Banta’ s Pension Plan, Supplemental Pension Plan (SERP), Incentive Savings Plan, and Deferred Compensation Plans, as well as the medical, dental, disability and life insurance programs of the Corporation. You will be entitled to a company car (level 4) and financial counseling, some portion of which will be taxable income to you under present laws.

Dave, I can’t tell you how excited and enthusiastic I am about the prospect of your joining Banta as our new Vice President of Operations. This is a particularly exciting time in our company. I know you will make a terrific business and strategic partner for me and will be a wonderful addition to our team and will contribute significantly to shaping Banta’s future growth and success.

I look forward to your positive response.

Best regards,

/s/ Stephanie A. Streeter

Stephanie A. Streeter
President and Chief Executive Officer

SAS/als

Enclosure

The foregoing is agreed to this_______ day of _____________, 2004.

/s/ David F. Engelkemeyer
David F. Engelkemeyer

EX-10.2

Exhibit 10.2

TERMINATION AND NON-COMPETITION AGREEMENT

THIS AGREEMENT is made as of the 25 of May 2005 between the following parties:-

(1)   Banta Corporation, a Wisconsin corporation, hereinafter referred to as (“the Company”);

and

(2)   Edward P. Allen hereinafter referred to as (“the Executive”).

RECITALS

A. Whereas the Company regards the Executive as a highly valued employee; and

B. Whereas the Company is willing to provide the Executive with an assurance as to the severance payment which the Executive will receive in the event of termination of his employment in certain circumstances; and

C. Whereas in return the Executive is willing to enter into the post-termination obligations set forth in this Agreement.

IT IS HEREBY AGREED AS FOLLOWS

1. EMPLOYMENT

The Executive will diligently and faithfully serve as President of BGT and in this capacity shall perform such duties as the Company’s Chief Executive Officer shall assign to him from time to time. The Executive will, during the term of this Agreement continue to devote his full business time, skill and best efforts to the performance of such duties.

2. NOTICE AND SEVERANCE PAYMENT

2.1 Either party may terminate the Executive’s employment at any time by giving the other party six months’ prior notice in writing. The Company will pay the Executive base salary and employee benefits in the normal way during such notice period, however, the Company reserves the right to determine whether the Executive is required to carry out any duties during his notice period. The Company reserves the right to pay the Executive in lieu of notice or part of his notice period in which case the Executive will receive a payment equivalent to the annual value of his base salary and employer pension contributions pro rated in respect of the six months notice period or, where the Executive is only required to work for part of his notice period, the unexpired portion of the notice period.

2.2 The Executive will not be entitled to notice of termination or payment in lieu thereof in the event of termination of his employment for Cause.

2.3 In the event that the Executive’s employment is terminated by the Company or an Associated Undertaking without Cause (save where such termination is by reason of the death of the Executive, the permanent disability of the Executive as determined in the opinion of the Company or the retirement of the Executive on or after attaining the age of 62 years); then the Company will make to the Executive a severance payment (“the Severance Payment”) equal to the Executive’s annual base salary as at the Termination Date.

2.4 The Severance Payment will be paid in 12 equal monthly instalments in arrears. The first such instalment shall be paid on the first day of the calendar month following the month in which such termination occurs. In addition, the Company shall continue the Executive on VHI private health insurance cover for the duration of the 12-month period or where this is not possible, shall pay for the cost of private health insurance cover equivalent to the cost of private health insurance cover which is borne by the Company at the Termination Date.

3. RELOCATION

In the event that the Executive’s employment is terminated such that Executive becomes entitled to the Severance Payment, then Company shall pay the costs of Executive’s relocation to Cork, Ireland in accordance with the End of Assignment provisions of the Company’s Long Term International Assignment Policy as then in effect.

4. CONFIDENTIALITY AND POST-TERMINATION OBLIGATIONS

4.1 In the event the Executive’s employment is terminated (the date of such termination hereinafter referred to as “the Termination Date”) for any reason, including voluntary termination by the Executive, then the following shall apply: —

For the period of 12 months after the Termination Date, the Executive will not, in relation to the business of BGT directly or indirectly:-

4.1.1 Solicit or entice or endeavour to solicit or entice away from the Company, or any Associated Undertaking, or employ or engage any person who was employed in an executive, supervisory, technical, sales or administrative capacity by the Company or any Associated Undertaking at any time preceding the Termination Date;

4.1.2 canvass, solicit or approach or cause to be canvassed, solicited or approached for orders any person, firm or company who at any time during the 6 months immediately preceding the Termination Date is or was:

(a)       in negotiation for the supply of goods or services with the Company or any Associated Undertaking;

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(b)       a client or customer of the Company or any Associated Undertaking; and/or

(c)        in the habit of dealing with the Company or any Associated Undertaking

where the orders relate to goods and/or services which are competitive with or of the type supplied by the Company or any Associated Undertaking and where the Executive or one of his subordinates acting in the course of his duties dealt or had contact with that person, firm or company during the 6 months immediately preceding the Termination Date;

4.1.3 Be engaged, concerned or interested in, or provide technical, commercial or professional advice to any person, firm or company which is wholly or partly in competition with the business of the Company or any Associated Undertaking;

4.1.4 Be engaged, concerned or interested in any person, firm or company which is a client or customer of the Company or any Associated Undertaking, if such engagement, concern or interest causes or would cause the client or customer to cease or materially reduce its orders or contracts with, or the volume of goods and services received from the Company or any Associated Undertaking;

4.1.5 Use in connection with any business any name that includes the name of the Company or any Associated Undertaking or any colourable imitation of such names.

4.2 The Executive agrees that both during his employment and at all times thereafter, he shall keep all Confidential Information, documents and all other material or matters arising or coming to his attention in connection with the performance of his duties hereunder secret and confidential and not at any time for any reason whatsoever to disclose them or permit them to be disclosed to any third party except as permitted hereunder to enable the Executive to carry out his duties and obligations.

4.3 The Executive agrees that he will treat as secret and confidential and not at any time for any reason disclose or permit to be disclosed to any person, firm or company or otherwise make use of or permit to be made use of any Confidential Information relating to the Company or any Associated Undertaking or any such information relating to any shareholders, suppliers, or customers of the Company or any Associated Undertaking where knowledge or details of the information was received prior to or during the period of this Agreement.

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4.4 The obligations of confidence referred to in this Clause shall not apply to any Confidential Information, documents or other information which:-

(a)        is published or is otherwise in the public domain prior to the receipt of such Confidential Information or other information by the Executive; or

(b)        is or becomes publicly available on a non-confidential basis through no fault of the Executive.

4.5 The Executive shall not during the continuance of this Agreement make, otherwise than for the benefit of the Company, any notes or memoranda relating to any matter within the scope of the business of the Company and any Associated Undertaking, nor shall the Executive either during the continuance of this Agreement or afterwards, use or permit to be used any such notes or memoranda otherwise than for the benefit of the Company. Any such notes or memoranda made or compiled by the Executive shall be the property of the Company and shall be returned to the Company upon the termination of the Executive’s employment and for the avoidance of doubt the copyright in any such notes or memoranda shall vest in the Company.

4.6 The Executive acknowledges that while it is the intention of the parties to this Agreement that the restrictions set out in this Clause 4 are considered by the parties no greater than is necessary for the protection of the interests of the Company, nevertheless in the event that any of the said restrictions shall be adjudged to be invalid or unenforceable by any Court of competent jurisdiction, but would be adjudged fair and reasonable if any part of the wording thereof were amended, modified, deleted or reduced in scope then the restrictions set forth in this Clause 4 shall apply with such amendments, modifications, deletions and reductions in scope as may be necessary to make them valid and effective.

4.7 The Executive agrees that if during the continuance in force of the obligations set out in this Clause 4 he receives an offer of employment from any person, firm or company, he will immediately provide that person with a complete and accurate copy of Clause 4 of this Agreement.

5. RELEASE OF CLAIMS

The Executive agrees that he will accept the Severance Payment referred to in Clause 2 above in full and final settlement of all claims howsoever arising and of whatsoever nature which may be made by the Executive in the United States, Ireland and/or any other jurisdiction against the Company and any Associated Undertaking and/or each and all of the respective officers, directors, employees, servants and agents in connection with and/or arising out of and/or concerning his employment with the Company and/or the termination of such employment whether such claims arising at common law, in equity, in tort or pursuant to statute (including but not limited to claims pursuant to the Redundancy Payments Acts,1967–2003; the Terms of Employment (Information) Acts, 1994-2001; the Minimum Notice and Terms of Employment Acts,1973-2001; the Organisation of Working Time Act,1997; the Protection of Employment Acts,1977-2001; the Employment Equality Acts, 1998 and 2004; the Payment of Wages Act, 1991 and the Unfair Dismissals Acts,1977-2001) and, any and all United States federal, state or local laws governing employment, employment benefits and wages, and it is hereby agreed that the Executive will only receive the Severance Payment if, prior to the payment of the first instalment thereof, he executes a full written release of claims in terms of this Clause 5.

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6. MISCELLANEOUS

6.1 For the avoidance of doubt, this Agreement will not apply and shall have no force and effect in the event of the occurrence of a Change of Control of the Company as defined in the Key Executive Employment and Severance Agreement dated as of the 16^th of May 2005 and made between the Executive and the Company.

6.2 All payments hereunder will be subject to applicable income tax and any other levies or taxes which are required to be deducted or withheld by law.

6.3 The Company shall have no obligation to make any payments or instalments thereof to the Executive hereunder if the Executive is in breach of this Agreement.

6.4 This Agreement shall enure to the benefit of and be binding upon the successors and assigns of the Company. Neither the Executive nor anyone acting for him shall have power to assign this Agreement or to transfer, assign, hypothecate, mortgage or otherwise encumber in advance any of the payments provided for in this Agreement, nor shall any of the said payments or any assets or funds of the Company be subject to seizure for the payment of any debts, judgements, alimony or separate maintenance of the Executive or be reached or transferred by operation of law in the event of the Executive’s bankruptcy, insolvency or otherwise.

6.5 This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of Ireland. Both parties submit to the non-exclusive jurisdiction of the Courts of Ireland in respect of any disputes howsoever arising in respect of this Agreement.

6.6 The terms and conditions of the Executive’s employment with BGT as set out in the letter of offer from Stephanie Streeter dated 6^th May 2005 (as supplemented by a letter to the Executive from Frank Rudolph dated 12^th May 2005 describing applicable employee benefits) and which supercede Executive’s letter of offer from Peter Clifford dated 9^th August 2004, shall remain in force unless otherwise modified by the provisions of this Agreement. Both parties acknowledge that there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for herein nor are there any conditions affecting this agreement which are not expressed herein.

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6.7 This Agreement may not be amended or modified in any manner except by written instrument executed by the Company and the Executive. This Agreement may be executed in one or more counterparts each of which will be deemed an original but all of which together shall constitute but one and the same instrument.

6.8 The unenforceability, invalidity or illegality of any provision of this Agreement shall not affect or impair the continuing enforceability or validity of any other part of this Agreement all of which shall survive and be valid and enforceable.

6.9 In this Agreement the expression "Cause" shall mean the occurrence of any of the following:-

(i) The non-performance by the Executive of his duties or the non-compliance by him with the reasonable directions of the Company’s Chief Executive Officer in circumstances where the Executive has been given written notice of such non-performance or non-compliance and has failed to remedy the same within 30 days of the written notice;

(ii) An act of dishonesty or fraudulent act on the part of the Executive involving the Company or any Associated Undertaking or any employee, agent or representative of the Company;

(iii) An act of wilful misconduct of the Executive detrimental to the Company or the business of the Company or any Associated Undertaking.

6.10 In this Agreement the following expressions shall have the following meanings:

“Associated Undertaking” shall mean any undertaking which from time to time is a subsidiary undertaking of the Company or is the parent undertaking of the Company or a subsidiary undertaking of any such parent undertaking and for the purposes of this definition “subsidiary undertaking” and “parent undertaking” shall have the meanings respectively given to them by Regulations 4 and 3 of the European Communities (Companies: Group Accounts) Regulations, 1992. For the avoidance of doubt the definition of “Associated Undertaking” includes BGT;

“BGT”shall mean Banta Global Turnkey Group;

“Confidential Information” shall mean any confidential or secret information relating to the Company and any Associated Undertaking including, without limitation, business, marketing, financial and manpower methods and plans; computer software; know how; lists and details of customers, clients, prices and contracts;

“Termination Date” shall mean: –

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– the expiry date of any notice period or any reduced notice period, given in accordance with this Agreement; or

– where the Executive is paid in lieu of notice, the date on which the Executive ceases to carry out his duties for the Company;.

6.11 The Company and the Executive have each taken (or had the opportunity to take) independent legal advice with respect to this Agreement.

7. NOTICES

7.1 Notices and other communications to any party to this Agreement required or permitted hereunder shall be in writing and will be sufficiently served:

7.1.1 if delivered by hand, or

7.1.2 if sent by facsimile, or

7.1.3 if sent by prepaid registered post,

in respect of the Executive, to his last known address and in respect of the Company, to its address at 225 Main Street, Menasha, Wisconsin 54952 USA and marked for the attention of the General Counsel of the Company or such other address as is from time to time designated by the parties.

7.2 Any notice or communication required to be given pursuant to this Agreement shall be deemed to have been served:

7.2.1 if delivered by hand, at the time of delivery;

7.2.2 if sent by facsimile when the sender’s facsimile machine issues confirmation that the relevant pages have been transmitted to the recipient’s facsimile machine; and

7.2.3 if sent by pre-paid registered post, 48 hours after posting;

provided that any such delivery, transmission or postage outside the hours of 9.00 a.m. to 5.30 p.m. shall be deemed to have been served on the next business day i.e. any day excluding Saturdays, Sundays, bank holidays and public holidays.

7.3 Each party giving a notice or making a communication hereunder by facsimile shall promptly confirm such notice or communication by post to the person to whom such notice or communication was addressed but the absence of any such confirmation shall not affect the validity of any such notice or communication or the time upon which it is deemed to have been served.

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

BANTA CORPORATION

/s/ Stephanie A. Streeter
By Stephanie A. Streeter
Chairman, President and Chief Executive Officer

/s/ Ronald D. Kneezel
Witnessed by Ronald D. Kneezel
Secretary

EXECUTIVE

/s/ Edward P. Allen
Edward P. Allen

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EX-31.1

Certification

Exhibit 31.1

I, Stephanie A. Streeter, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Banta Corporation;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/ Stephanie A. Streeter
Stephanie A. Streeter
Chairman of the Board
President and Chief Executive Officer

EX-31.2

Certification

Exhibit 31.2

I, Geoffrey J. Hibner, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Banta Corporation;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 4, 2006

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

EX-32

Exhibit 32

Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. s.1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purposes of complying with 18 U.S.C. s.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chairman of the Board, President and Chief Executive Officer and the Chief Financial Officerof Banta Corporation (the “Corporation”), each hereby certify, based on his or her knowledge, that the Quarterly Report on Form 10-Q of the Corporation for the quarter ended April 1, 2006 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ Stephanie A. Streeter

Stephanie A. Streeter

Chairman of the Board,

President and Chief Executive Officer

/s/ Geoffrey J. Hibner

Geoffrey J. Hibner

Chief Financial Officer

Date: May 4, 2006