8-K

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

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	October 24, 2006

Banta Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	1-14637	39-0148550
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

225 Main Street, Menasha, Wisconsin 54952

(Address of principal executive offices, including zip code)

(920) 751-7777

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 2.02.      Results of Operations and Financial Condition.

        On October 24, 2006, Banta Corporation (the “Company”) issued a press release (the “Press Release”) announcing the Company’s third quarter financial results for the period ended September 30, 2006. A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report.

Use of Non-GAAP Measures

        The Company reports its financial results of operations in accordance with generally accepted accounting principles (“GAAP”). The Company has also provided non-GAAP financial information to complement its consolidated financial statements presented in accordance with GAAP. The non-GAAP financial measures included in the Press Release include the Company’s earnings and diluted earnings per share from continuing operations for the three- and nine-month periods ended September 30, 2006, excluding restructuring and asset impairment charges and the reversal of a tax contingency reserve. Management believes it is useful for investors to understand how its core operations performed without the effects of the restructuring and asset impairment charges and the reversal of the tax reserve.

        In the Company’s judgment, excluding the restructuring and asset impairment charges and the reversal of the tax reserve from the Company’s financial results allows investors to trend, analyze and benchmark in a meaningful manner the performance of the Company’s core operations. In addition, the Company believes that providing earnings and diluted earnings per share from continuing operations excluding the effect of the items listed above provides another useful comparison of the Company’s operational performance in 2006 to the comparable periods in 2005 and expected performance in 2006, 2007 and 2008. The Company has provided within the Press Release a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

        The non-GAAP financial measures included in the Press Release are intended to supplement the reader’s overall understanding of the Company’s current financial performance and its prospects for the future. However, the non-GAAP financial measures are not intended to supersede or replace the Company’s GAAP results or expectations.

Item 9.01.      Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibit is being furnished herewith:

(99.1) Press Release of Banta Corporation, dated October 24, 2006.

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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 hereunto duly authorized.

	BANTA CORPORATION
Date:  October 24, 2006	By:  /s/ Ronald D. Kneezel
	Ronald D. Kneezel
	Vice President, General Counsel and Secretary

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BANTA CORPORATION

Exhibit Index to Current Report on Form 8-K
Dated October 24, 2006

Exhibit
Number

(99.1) Press Release of Banta Corporation, dated October 24, 2006.

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EX-99.1

Corporate Office
225 Main Street
Box 8003
Menasha, WI 54952-8003
920-751-7777
FAX 920-751-7790

News Release

October 24, 2006

Contact: Geoff Hibner, Chief Financial Officer
Mark Fleming, Director of Investor and Corporate Communications

BANTA REPORTS THIRD QUARTER RESULTS

• Third quarter 2006 revenue matches last year’s strong third quarter.

• Supply-Chain Management Sector revenue climbs 14 percent.

• Aggressive growth and cost-cutting initiatives rapidly moving forward.

MENASHA, WI . . . Banta Corporation (NYSE: BN), a leading printer of books, magazines, catalogs and direct marketing materials, and a global provider of supply-chain management services, today reported 2006 third quarter revenue of $382 million, comparable to the $381 million reported in the same period last year. Net earnings declined to $15.9 million from the prior year’s record $21.7 million, primarily due to restructuring and asset impairment charges, and reduced pricing in both the company’s Printing and Supply-Chain Management sectors. Excluding the special charges, net earnings were $20.4 million. Third quarter diluted earnings per share were 65 cents compared with 89 cents in the same period last year. Excluding the special charges, diluted earnings per share were 83 cents. Third quarter average shares outstanding were comparable in 2006 and 2005.

        Pretax restructuring and asset impairment charges in 2006’s third quarter totaled $7.4 million, or 18 cents per diluted share. The restructuring charges of $961,000, or 2 cents per diluted share, were primarily employee severance and benefit expenses resulting from the initial phase of Banta’s Print Sector consolidation. The asset impairment charge of $6.4 million, pretax, or 16 cents per diluted share, was due to the write off of previously capitalized development costs for the final phase of an administrative software system implementation that the Company will not place in service. As previously announced, Banta expects full-year restructuring and asset impairment pretax charges to total $9 million in 2006, and $19 million in 2007.

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Positively impacting 2006 third quarter results was a gain of 7 cents per diluted share ($2.5 million, pretax) due to an amendment to a retiree benefit plan. The amendment impacted the accrual for retiree benefits, but does not reduce benefits, or payments, for eligible employees.

        Both net earnings and diluted earnings per share were also reduced by this year’s requirement to expense equity-based compensation, which was not required in 2005. The incremental cost, primarily related to stock-based compensation, was 5 cents per diluted share ($1.9 million, pretax).

        “Despite recent distractions, we have accomplished a great deal in the third quarter. We have made significant progress in our restructuring, financed our special dividend and executed a letter of intent with our largest customer, HP, for a new five-year relationship,” said Chairman and Chief Executive Officer Stephanie A. Streeter. “We identified, and initiated, a comprehensive series of strategic initiatives and cost-containment actions that will position both our print and supply-chain management businesses to accelerate growth, and deliver sustained annual cost savings of $27 million in 2007, and $35 million in 2008.

        “Our Supply-Chain Management Sector continues to benefit from solid unit volume demand from its major customers, including strong activity in the medical device segment, and we’re gaining additional opportunities in new markets,” noted Streeter. “Our Print Sector has rapidly grown its literature management business, with especially strong activity related to Medicare Part D prescription drug promotions and four-color digital printing. In addition, our market share gains in catalogs and special-interest magazines that began late in the second quarter continued through the third quarter, and those new customer wins will provide important contributions starting in the fourth quarter and continuing into 2007.”

        For 2006’s first nine months, revenue was $1.13 billion, comparable to the same period last year. Earnings from continuing operations were $45.7 million ($1.87 per diluted share) compared with 2005’s $49.4 million ($1.98 per diluted share). Net earnings from continuing operations for the nine-month period, excluding charges and the reversal of the $3.7 million tax contingency reserve in the second quarter, were $46.5 million ($1.90 per diluted share). Pretax stock-based compensation expense for the first nine months of the year totaled $5.5 million (14 cents per diluted share). Earnings were positively impacted by the second quarter reversal of a tax contingency reserve of $3.7 million (15 cents per diluted share) and by this year’s third quarter retiree benefit plan amendment.

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        The following table provides a reconciliation of earnings and diluted earnings per share from continuing operations, reported in accordance with generally accepted accounting principles, to earnings and diluted earnings per share from continuing operations excluding the restructuring and asset impairment charges, and the reversal of the tax contingency reserve in the second quarter, for the three- and nine-month periods ended Sept. 30, 2006, and Oct. 1, 2005:

	Three Months Ended				Nine Months Ended
Earnings from Continuing Operations (dollars in millions)	2006		2005		2006			2005
GAAP earnings from continuing
operations, as reported	$	15.9	$	21.7	$	45.7		$	49.4
Restructuring charge, net of tax		0.6		--		0.6			--
Asset impairment charge, net of tax		3.9		--		3.9			--
Benefit from tax reserve reversal		--		--		(3.7	)		--
Earnings from continuing operations
excluding special charges and reserve
reversal	$	20.4	$	21.7	$	46.5		$	49.4
Diluted Earnings per Share from
Continuing Operations (EPS)
GAAP diluted EPS, as reported	$	0.65	$	0.89	$	1.87		$	1.98
Restructuring charge, net of tax		0.02		--		0.02			--
Asset impairment charge, net of tax		0.16		--		0.16			--
Benefit from tax reserve reversal		--		--		(0.15	)		--
Diluted EPS excluding special charges and
reserve reversal	$	0.83	$	0.89	$	1.90		$	1.98

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HIGHLIGHTS

        The Print Sector reported revenue of $271 million, compared with last year’s $284 million. Operating earnings were $23.9 million, compared with the prior year’s $26.2 million.

        The sector’s Publishing and Catalog Solutions division, which includes the company’s book, special-interest magazine and catalog businesses, reported improved third quarter revenue in trade books and business-to-business catalogs. Consumer catalogs and special-interest magazines, however, reported lower results for the quarter. As expected, educational print results were below those in the strong third quarter last year, which benefited from a more active state educational adoption schedule.

        The sector’s Direct Marketing Solutions division, which includes the company’s direct mail and literature management businesses, reported solid activity in personalized direct mail products, and strong growth in promotional kit assembly and fulfillment services for its growing base of healthcare providers. Results were negatively affected by pricing pressures in general commercial print and a slower-than-expected ramp up of the new on-press personalization capability at Banta’s direct mail plant in Minneapolis, which has since gained momentum.

        The Supply-Chain Management Sector reported third quarter revenue of $111 million, a 14 percent increase compared with the prior year’s $97 million. Operating earnings, however, declined to $10.3 million, compared with $11.1 million reported in 2005’s third quarter. While strong growth in the medical device segment and additional opportunities to serve retail customers boosted revenue for the quarter, continued erosion in product content and pricing pressures reduced profitability.

        “We expect a good finish to the year in our print businesses, as we benefit from on-going efforts to expand our value-added service capabilities, which help broaden and deepen our customer relationships,” said Streeter. “Our supply-chain management business is maintaining traction, supported by strong volume in medical devices, and new opportunities in both the retail and computer storage sectors. Throughout the company we have numerous initiatives underway to minimize costs and maximize growth opportunities. We’re starting up new facilities in North America, Europe and Asia, and closing underperforming facilities. Our long-term prospects for achieving sustainable growth in both revenue and earnings have never been better.”

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        While management today reconfirmed its 2006 guidance, it now believes diluted earnings per share for the full year will be at the high end of the guidance range that was contained in the company’s news release dated Sept. 14, 2006.

        As previously disclosed in September, the Banta Board of Directors has declared a special cash dividend of $16.00 per share, for shareholders of record on Nov. 10, 2006. Due to the size of the special cash dividend, the New York Stock Exchange has determined that the ex-dividend date will be Nov. 22, 2006, the business day following the dividend’s payment date of Nov. 21, 2006.  Therefore, Banta shareholders of record on the Nov. 10, 2006, record date who subsequently sell their shares of common stock through the payment date for the special dividend will also be selling their right to receive the dividend.

        Banta will host a conference call to discuss its third quarter results on Wednesday, Oct. 25 at 9:00 a.m. Central (10:00 a.m. Eastern). The call will be simultaneously broadcast in the Investor Information area of Banta’s Web site at www.banta.com, and a replay of the call will be available.

        Banta Corporation is a technology and market leader in printing and supply-chain management. Our integrated approach provides a comprehensive combination of printing, binding and digital imaging solutions to leading publishers and direct marketers. We excel at helping customers find unique solutions to the complex challenges of getting their products and communications to market. We focus on five printing markets: books, special-interest magazines, catalogs, direct marketing and literature management. Banta’s global supply-chain management business provides a wide range of outsourcing capabilities to some of the world’s largest companies. Services range from materials sourcing, product configuration and customized kitting, to order fulfillment and global distribution.

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        “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This news release includes forward-looking statements. Statements that describe future expectations, including revenue, cost-savings and earnings projections, plans, results or strategies, are considered forward-looking. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Factors that could affect actual results include, among others, unanticipated difficulties in achieving expected cost savings through restructuring actions or the corporation’s cost improvement initiatives, unanticipated and/or yet-to-be-determined restructuring costs to be incurred in future periods, unanticipated issues associated with the corporation’s review of its options to further maximize shareholder value, the corporation’s ability to implement successfully its strategic growth initiatives, unanticipated issues associated with completing the corporation’s previously announced proposed acquisition in China, changes in customers’ order patterns or demand for the corporation’s products and services, pricing pressures imposed by competitive factors and the corporation’s customers, 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, including without limitation issues associated with the closing of facilities and the movement of work, unanticipated issues associated with the corporation’s non-U.S. operations, changes in the pattern of outsourcing supply-chain management functions by customers, unanticipated acquisition or loss of significant customer contracts or relationships, including any unanticipated issues relating to entering into a new contract with Hewlett-Packard on substantially the terms set forth in the previously announced letter of intent, as well as unanticipated issues associated with achieving the expected levels of revenue under a new Hewlett-Packard contract, 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, the ability of the corporation to effect the previously announced new debt financings, unanticipated costs or other issues associated with proposals made with respect to a business combination transaction involving the corporation, unanticipated issues or costs associated with increased leverage on the corporation’s balance sheet, changes in the corporation’s effective income tax rate, unanticipated swings in foreign currency exchange rates, unanticipated changes in the pattern of sourcing printed material in low-cost countries by customers, any unanticipated weakening of the economy, and other factors cited in the corporation’s filings with the Securities and Exchange Commission. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. The forward-looking statements included herein are made as of the date hereof, and Banta Corporation undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

#

Banta Corporation
Unaudited Condensed Consolidated Financial Statements
($000’s omitted, except per share data)

	3 Months Ended September						9 Months Ended September
	2006			2005			2006			2005
Revenue	$	382,389		$	381,099		$	1,127,392		$	1,133,436
Cost of Goods Sold		298,712			294,351			885,543			883,457
Gross Earnings
		83,677			86,748			241,849			249,979
SG&A Expense		55,209			56,013			176,102			177,853
Restructuring Charge		961			--			961			--
Asset Impairment Charge		6,437			--			6,437			--
Earnings from Operations		21,070			30,735			58,349			72,126
Other Income (Expense)
Interest Expense		(1,085	)		(1,150	)		(3,604	)		(4,247	)
Interest Income		1,956			757			5,025			2,417
Other Income (Expense), net		(247	)		(6	)		(742	)		791
Earnings from Continuing Operations
before Income Taxes		21,694			30,336			59,028			71,087
Provision for Income Taxes		5,770			8,646			13,320			21,686
Earnings from Continuing Operations		15,924			21,690			45,708			49,401
Discontinued Operations
Earnings from Operations of
Healthcare Segment, Net of Income Taxes		--			--			--			702
Gain from the Sale of Healthcare Segment,
Net of Income Taxes		--			--			--			21,375
Net Earnings	$	15,924		$	21,690		$	45,708		$	71,478
Basic Earnings per Share:
Continuing Operations	$	0.66		$	0.90		$	1.90		$	2.01
Discontinued Operations	$	-		$	-		$	-		$	0.03
Gain from Sale of Discontinued Operations	$	-		$	-		$	-		$	0.87
Total
	$	0.66		$	0.90		$	1.90		$	2.91
Diluted Earnings per Share:
Continuing Operations	$	0.65		$	0.89		$	1.87		$	1.98
Discontinued Operations	$	-		$	-		$	--		$	0.03
Gain from Sale of Discontinued Operations	$	-		$	-		$	-		$	0.86
Total	$	0.65		$	0.89		$	1.87		$	2.87
Average Shares Outstanding:
Basic		24,118			24,001			24,049			24,534
Diluted		24,431			24,404			24,444			24,904
Composite Tax Rate on Continuing Operations		26.6	%		28.5	%		22.6	%		30.5	%

SEGMENT INFORMATION

	3 Months Ended September						9 Months Ended September
Revenue	2006			2005			2006			2005
Print	$	271,090		$	283,761		$	805,444		$	815,445
Supply-Chain Management		111,299			97,338			321,948			317,991
	$	382,389		$	381,099		$	1,127,392		$	1,133,436
Earnings from Operations
Print	$	23,888		$	26,160		$	54,476		$	59,596
Supply-Chain Management		10,275			11,085			32,088			34,606
Segment earnings from operations		34,163			37,245			86,564			94,202
Unallocated corporate expenses		(13,093	)		(6,510	)		(28,215	)		(22,076	)
Interest expense		(1,085	)		(1,150	)		(3,604	)		(4,247	)
Interest income		1,956			757			5,025			2,417
Other income (expense), net		(247	)		(6	)		(742	)		791
Earnings from continuing operations before income taxes	$	21,694		$	30,336		$	59,028		$	71,087

Banta Corporation
Unaudited Condensed Consolidated Financial Statements
($000’s omitted, except per share data)

	As of
ASSETS	Sept. 30, 2006		Dec. 31, 2005
Cash and cash equivalents	$	174,666	$	148,895
Receivables		288,200		295,993
Inventories		83,685		80,756
Other current assets		20,893		20,696
Total current assets		567,444		546,340
Plant and equipment, net		263,767		263,849
Other assets		100,740		84,162
Total Assets	$	931,951	$	894,351
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Accounts payable	$	137,430	$	107,943
Other accrued liabilities		73,188		85,616
Special cash dividend payable		388,800		--
Current maturities of long-term debt		11,472		11,460
Total current liabilities		610,890		205,019
Long-term debt		59,465		75,046
Deferred income taxes		13,538		15,250
Other noncurrent liabilities		51,447		56,447
Shareholders’ investment		196,611		542,589
Total Liabilities and Shareholders’ Investment	$	931,951	$	894,351

Statement of Cash Flows	9 Months Ended September
	2006			2005
CASH FLOW FROM OPERATING ACTIVITIES
Net Earnings	$	45,708		$	71,478
Adjustments to reconcile net earnings to
net cash provided
Depreciation		40,938			42,102
Deferred income taxes		(2,152	)		--
Tax benefit from the exercise of stock options		--			3,263
Excess tax benefits from equity compensation		(1,227	)		--
Non-cash equity compensation		5,547			478
Non-cash asset impairment		6,437			--
Gain on sale of Healthcare Segment		--			(21,375	)
Gain on sale of fixed assets		(639	)		(308	)
Change in assets and liabilities		3,605			(20,499	)
Cash provided by operating activities		98,217			75,139
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures		(46,757	)		(31,989	)
Proceeds from sale of fixed assets		897			1,097
Proceeds from sale of Healthcare Segment		--			69,145
Cash (used for) provided by investing activities		(45,860	)		38,253
CASH FLOW FROM FINANCING ACTIVITIES
Repayments of long-term debt		(15,569	)		(19,379	)
Dividends paid		(13,002	)		(12,796	)
Proceeds from exercise of stock options, net		11,866			8,690
Repurchase of common stock		(13,350	)		(65,571	)
Excess tax benefits from equity compensation		1,227			--
Other		(128	)		(68	)
Cash used for financing activities		(28,956	)		(89,124	)
Effect of exchange rate changes on cash
and cash equivalents		2,370			(15,540	)
Net increase in cash	$	25,771		$	8,728