BANTA CORP
10-Q, 1999-11-16
COMMERCIAL PRINTING
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                       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 October 2, 1999
                                    ---------------

                                       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 0-6187

                                BANTA CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified on 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 / /

     The registrant had  outstanding  on October 2, 1999,  26,591,005  shares of
$.10 par value common stock.

<PAGE>

                       BANTA CORPORATION AND SUBSIDIARIES
                          Quarterly Report on Form 10-Q
                      For the Quarter Ended October 2, 1999


                                      INDEX
                                      -----

                                                                     Page Number
PART I  FINANCIAL INFORMATION:

     Item 1 - Financial Statements

               Unaudited Consolidated Condensed Balance Sheets
               October 2, 1999 and January 2, 1999..........................   3

               Unaudited Consolidated Condensed Statements of Earnings
               for the Three Months and Nine Months  Ended  October 2,
               1999 and October 3, 1998.....................................   4

               Unaudited  Consolidated  Condensed  Statements  of Cash
               Flows for the Nine  Months  Ended  October  2, 1999 and
               October 3, 1998..............................................   5

               Notes to Unaudited Consolidated Condensed Financial
               Statements................................................... 6-9

     Item 2  - Management's  Discussion  and  Analysis  of  Financial
               Condition and Results of Operations........................ 10-12

     Item 3 -  Quantitative  and Qualitative  Disclosures
               about Market Risk...........................................   13


PART II  OTHER INFORMATION AND SIGNATURES:

     Item 6 -  Exhibits and Reports on Form 8-K............................   14

Exhibit Index...............................................................  15


                                       2
<PAGE>

PART I Item 1.  Financial Statements

<TABLE>
                                 BANTA CORPORATION AND SUBSIDIARIES
                           UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
                                                               (Dollars in thousands)
                                                       October 2, 1999       January 2, 1999
                                                       ---------------       ---------------
ASSETS
- ------
Current Assets
<S>                                                          <C>                   <C>
     Cash and cash equivalents                               $  31,218             $  26,584
     Receivables                                               231,511               233,200
     Inventories                                                84,384                74,724
     Other current assets                                       23,321                20,112
                                                             ---------             ---------
              Total Current Assets                             370,434               354,620
                                                             ---------             ---------
Plant and Equipment                                            797,420               758,440
Less: Accumulated Depreciation                                (474,770)             (439,805)
                                                             ---------             ---------
Plant and Equipment, net                                       322,650               318,635
Other Assets                                                    23,369                20,989
Cost in Excess of Net Assets of Subsidiaries Acquired           60,212                75,722
                                                             ---------             ---------
                                                             $ 776,665             $ 769,966
                                                             =========             =========


LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------

Current Liabilities
     Short-term debt                                         $  63,375             $  36,140
     Accounts payable                                          124,550               107,649
     Accrued salaries and wages                                 30,110                25,085
     Other accrued liabilities                                  15,930                20,706
     Current maturities of long-term debt                        6,926                 6,911
                                                             ---------             ---------
              Total Current Liabilities                        240,891               196,491
                                                             ---------             ---------
Long-term Debt                                                 115,245               120,628
Deferred Income Taxes                                           28,544                22,214
Other Non-Current Liabilities                                   30,593                20,702


Shareholders' Investment
     Preferred stock-$10 par value;
         authorized 300,000 shares; none issued                      0                     0
     Common stock-$.10 par value;
         Authorized 75,000,000 shares;
         27,649,305 and 28,260,957 shares issued                 2,765                 2,826
     Accumulated other comprehensive loss                       (4,704)               (2,308)
     Treasury stock, at cost                                   (23,909)                    0
     Retained earnings                                         387,240               409,413
                                                             ---------             ---------
             Total Shareholders' Investment                    361,392               409,931
                                                             ---------             ---------
                                                             $ 776,665             $ 769,966
                                                             =========             =========
</TABLE>

See accompanying notes to consolidated financial statements

                                       3
<PAGE>
<TABLE>
                                                 BANTA CORPORATION AND SUBSIDIARIES
                                       UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF EARNINGS
<CAPTION>
                                                                          (Dollars in thousands, except per share amounts)

                                                                      Three Months Ended                 Nine Months Ended

                                                              October 2, 1999  October 3, 1998   October 2, 1999    October 3, 1998
                                                              ---------------  ---------------   ---------------    ---------------
<S>                                                               <C>              <C>               <C>                <C>
Net Sales                                                         $ 331,572        $ 343,681         $ 939,938          $ 990,491
Cost of goods sold                                                  259,324          272,942           744,310            788,813
                                                                  ---------        ---------         ---------          ---------
    Gross earnings                                                   72,248           70,739           195,628            201,678
Selling and administrative expenses                                  39,952           42,451           121,295            126,992
Restructuring Charge                                                      -                -            55,000                  -
                                                                  ---------        ---------         ---------          ---------
    Earnings from operations                                         32,296           28,288            19,333             74,686
Interest expense                                                     (2,996)          (2,278)           (8,795)            (7,965)
Other expense, net                                                     (562)             420            (1,315)              (365)
                                                                  ---------        ---------         ---------          ---------
    Earnings before income taxes                                     28,738           26,430             9,223             66,356
Provision for income taxes                                           11,200           10,200             8,700             25,700
                                                                  ---------        ---------         ---------          ---------
    Net earnings                                                  $  17,538        $  16,230         $     523          $  40,656
                                                                  =========        =========         =========          =========
Basic earnings per share of common stock                          $    0.65        $    0.55         $    0.02          $    1.37
                                                                  =========        =========         =========          =========
Diluted earnings per share of common stock                        $    0.65        $    0.55         $    0.02          $    1.37
                                                                  =========        =========         =========          =========
Cash dividends per common share                                   $    0.14        $    0.13         $    0.42          $    0.39
                                                                  =========        =========         =========          =========


</TABLE>

See accompanying notes to consolidated financial statements.


                                        4
<PAGE>
<TABLE>
                                           BANTA CORPORATION AND SUBSIDIARIES
                               UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                            (Dollars in thousands)
                                                                              Nine Months Ended
                                                                  October 2, 1999            October 3, 1998
                                                                  ---------------            ---------------
<S>                                                                   <C>                        <C>
Cash Flows From Operating Activities
     Net earnings                                                     $     523                  $  40,656
     Depreciation and amortization                                       51,157                     51,797
     Deferred income taxes                                                6,330                        922
      Gain on Sale of Building                                                -                       (870)
      Restructuring Charge                                               55,000                          -
      Restructuring Charges Paid                                        (10,155)                         -
     Change in assets and liabilities:
         Decrease (increase) in receivables                                 789                    (13,863)
         (Increase) decrease in inventories                              (5,851)                    10,136
         Increase in other current assets                                (3,959)                    (2,454)
         Increase (decrease) in accounts payable
              and accrued liabilities                                    11,387                     (6,075)
         Other, net                                                      (1,809)                     2,012
                                                                      ---------                  ---------
              Cash provided from operating activities                   103,412                     82,261
                                                                      ---------                  ---------


Cash Flows From Investing Activities
     Capital expenditures, net                                          (60,780)                   (43,790)
       Acquisition of businesses, net of cash acquired                        -                     (2,354)
       Proceeds from sale of building, net                                    -                      4,625
     Additions to long-term investments                                 (10,398)                    (3,128)
                                                                      ---------                  ---------
              Cash used for investing activities                        (71,178)                   (44,647)
                                                                      ---------                  ---------

Cash Flows From Financing Activities
     Proceeds from short-term debt, net                                  27,235                     10,665
     Repayment of long-term debt                                         (5,368)                    (7,296)
     Dividends paid                                                     (11,613)                   (11,273)
     Proceeds from exercise of stock options                              1,608                      3,326
     Repurchase of common stock                                         (39,462)                   (29,185)
                                                                      ---------                  ---------
              Cash used for financing activities                        (27,600)                   (33,763)
                                                                      ---------                  ---------

Net increase in cash                                                      4,634                      3,851
Cash and cash equivalents at beginning of period                         26,584                     16,432
                                                                      ---------                  ---------
              Cash and cash equivalents at end of period              $  31,218                  $  20,283
                                                                      =========                  =========

Cash payments for:
     Interest, net of amount capitalized                              $   7,770                  $   8,107
     Income taxes                                                        12,273                     26,166

</TABLE>


See accompanying notes to consolidated statements

                                       5
<PAGE>

                       BANTA CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1)   Basis of Presentation

     The condensed  financial  statements  included herein have been prepared by
     the  Corporation,  without audit,  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  generally  accepted   accounting   principles  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
     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  statements  reflect all
     adjustments (consisting only of normal recurring adjustments) necessary for
     a fair presentation of the results for the interim periods. Results for the
     three and nine months ended October 2, 1999, are not necessarily indicative
     of results that may be expected for the year ending January 1, 2000.

2)   Inventories

     The  Corporation's  inventories  are  stated at the lower of cost or market
     using the first-in, first-out (FIFO) method. Until the current fiscal year,
     approximately one-third of the Corporation's inventories were accounted for
     at cost determined on a last-in,  first-out (LIFO) basis. Effective January
     3,  1999,  these  operations  changed  to the FIFO  method.  The  change in
     accounting  principles was made to provide a better matching of revenue and
     expenses.  This  accounting  change  was  not  material  to  the  financial
     statements on an annual or quarterly basis, and accordingly, no retroactive
     restatement  of prior years'  financial  statements  was made.  Inventories
     include material, labor and manufacturing overhead.

     Inventory amounts at October 2, 1999 and January 2, 1999 were as follows:

                                                       (Dollars in thousands)
                                                 October 2, 1999 January 2, 1999
                                                 --------------- ---------------
     Raw Materials and Supplies                         $ 45,641       $ 35,270
     Work-In-Process and Finished Goods                   38,743         43,963
                                                        --------       --------
      FIFO value (current cost of all inventories)        84,384         79,233
     LIFO reserve                                              -         (4,509)
                                                        --------       --------
      Net Inventories                                   $ 84,384       $ 74,724
                                                        ========       ========

3)   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 during the period.
     Diluted  earnings  per share of common  stock is computed  by dividing  net
     earnings  by the  weighted  average  number of  common  shares  and  common
     equivalent  shares,  which relate entirely to the assumed exercise of stock
     options.


                                       6
<PAGE>

     The weighted  average shares used in the  computation of earnings per share
     were as follows (in millions of shares):

                      Three Months Ended               Nine Months Ended
              --------------------------------  --------------------------------
              October 2, 1999  October 3, 1998  October 2, 1999  October 3, 1998
              ---------------  ---------------  ---------------  ---------------
     Basic          27.0             29.3             27.5             29.6
     Diluted        27.1             29.4             27.5             29.7


4)   Comprehensive Income

     Total   comprehensive   income,   comprised   of  net  earnings  and  other
     comprehensive  income (loss), was $18,879,000 and $18,883,000 for the third
     quarter of 1999 and 1998, respectively.  For the three quarters of 1999 and
     1998,   comprehensive   income  (loss)  was  $(1,873,000)  and  $42,669,000
     respectively.  Other  comprehensive  income (loss) was comprised  solely of
     foreign currency translation adjustments.  The Corporation does not provide
     U.S. income taxes on foreign currency  translation  adjustments  because it
     does not  provide  for such  taxes on  undistributed  earnings  of  foreign
     subsidiaries.


5)   Segment Information

     The Corporation operates in one primary business segment, print, with other
     business operations in turnkey services and healthcare products. Summarized
     segment data for the three months ended October 2, 1999 and October 3, 1998
     are as follows:

         Dollars in thousands             Printing    All Other1         Total
         ----------------------------------------------------------------------

         1999
         Net sales                        $247,233       $84,339      $331,572
         Intersegment sales                  1,334           136         1,470
         Earnings from operations           28,110         7,987        36,097

         1998
         Net sales                        $264,890       $78,791      $343,681
         Intersegment sales                  2,117           195         2,312
         Earnings from operations           26,820         5,665        32,485


                                       7
<PAGE>

     Summarized  segment  data for the nine  months  ended  October  2, 1999 and
     October 3, 1998 are as follows:

         Dollars in thousands             Printing    All Other1         Total
         ----------------------------------------------------------------------

         1999
         Net sales                        $710,433      $229,505      $939,938
         Intersegment sales                  3,469           140         3,609
         Earnings from operations           24,578         6,579        31,157
         Earnings before restructuring      69,748        15,829        85,577

         1998
         Net sales                        $762,756      $227,735      $990,491
         Intersegment sales                  4,925           604         5,529
         Earnings from operations           71,385        15,783        87,168

         1  "All Other" includes the operations  within turnkey  services and
             healthcare products which have been aggregated.

          The following table presents a reconciliation of segment earnings from
     operations to the totals  contained in the condensed  financial  statements
     for the three and nine months ended October 2, 1999 and October 3, 1998:
<TABLE>
<CAPTION>
                                                       Three Months Ended                  Nine Months Ended
                                                       ------------------                  -----------------
         Dollars in thousands                October 2, 1999   October 3, 1998  October 2, 1999   October 3, 1998
                                              ---------------   ---------------  ---------------   ---------------
         <S>                                         <C>               <C>              <C>              <C>
         Reportable segment earnings                 $28,110           $26,820          $24,578           $71,385
         Other segment earnings                        7,987             5,665            6,579            15,783
         Unallocated corporate expenses               (3,801)           (4,197)         (11,824)          (12,482)
         Interest expense                             (2,996)           (2,278)          (8,795)           (7,965)
         Other income (expense)                         (562)              420           (1,315)             (365)
                                                     -------           -------           ------           -------
         Earnings before income taxes                $28,738           $26,430           $9,223           $66,356
                                                      ======           =======           ======           =======
</TABLE>

6)   Restructuring Charge

     In the second quarter of 1999,  the  Corporation  recorded a  restructuring
     charge, including related asset writedowns, of $55.0 million ($38.5 million
     or $1.40  per  diluted  share,  after  tax).  The  restructuring  primarily
     involved the  Corporation's  print  segment and resulted in three  facility
     closings and the elimination of certain  underperforming  business  assets.
     The  restructuring  also resulted in workforce  reductions of approximately
     650  employees  (350  employees  at the three  facilities  closed)  and the
     writedown of certain long-lived assets, including goodwill.

     Actions  within the print  segment  resulted  in  restructuring  charges of
     approximately $45.2 million and, most  significantly,  included the closure
     of the mailing and fulfillment facility in Berkeley, Illinois, the prepress
     facility in  Charlotte,  North  Carolina  and the  printing  plant in Kent,
     Washington.  These closings and the related asset writedowns were primarily
     the result of volume  shortfalls  and  unanticipated  losses in early 1999.
     Although the Corporation had taken action during 1998 to improve  operating
     results at these facilities, these actions failed to result in the level of
     improvement  necessary to create  profitability  and  positive  shareholder
     value.  Initiatives  within the turnkey  services and  healthcare  products
     business operations  resulted in restructuring  charges of $9.3 million and
     primarily  related  to the  elimination  or  realignment  of  manufacturing
     capacity to meet  future  customer  sourcing  requirements.  The  remaining
     portion of the charge (approximately $0.5 million) related to severance and
     other restructuring costs at the corporate headquarters.


                                       8
<PAGE>

     The cash and noncash elements of the restructuring charge approximate $24.1
     million  and $30.9  million,  respectively.  Details  of the  restructuring
     charge are as follows (in thousands):
<TABLE>
<CAPTION>
                                                               Original                  October 2, 1999
                                                                Charge       Used            Balance
                                                                ------       ----            -------
     <S>                                                      <C>         <C>               <C>
     Writedown of intangible assets, including goodwill       $ 15,600    $ (15,600)        $      -
     Writedown of tangible assets                               15,300      (15,300)               -
     Lease termination payments                                 11,500       (2,555)           8,945
     Employee severance and termination benefit                  8,300       (5,646)           2,654
     Other facility exit costs                                   4,300       (1,954)           2,346
                                                              --------    ---------         --------
                                                              $ 55,000    $ (41,055)        $ 13,945
                                                              ========    =========         ========
</TABLE>

     For  facilities  to be closed or  operations  with  manufacturing  capacity
     eliminated, the tangible assets to be disposed of have been written down to
     their  estimated  fair  value,  less cost of  disposal.  The fair value for
     tangible assets written down  approximates  $3.4 million and was determined
     through internal manufacturing  valuation studies.  Considerable management
     judgement is applied in estimating fair value, accordingly;  actual results
     could  vary from such  estimates.  All  intangible  asset  carrying  values
     associated with the facility  closings have been eliminated.  As of October
     2,  1999,  cash  outflows  have  been   approximately   $10.2  million  and
     approximately  500 employees  have separated  from the  Corporation.  It is
     expected that the restructuring actions will be substantially  completed by
     mid-year of 2000.


7)   Treasury Stock

     At October 2, 1999, the  Corporation  held  1,058,300  shares of its common
     stock in treasury.  These shares were acquired  during the second and third
     quarters of 1999  through the common  stock  repurchase  program and may be
     reissued  pursuant to the  Corporation's  stock  option  plans or for other
     purposes.


                                       9
<PAGE>

Item 2.

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


RESTRUCTURING

In the second quarter of 1999, the Corporation  recorded a restructuring  charge
of $55.0 million  ($38.5  million or $1.40 per diluted  share,  after tax).  For
additional details regarding the restructuring, see Note 6 of Notes to Unaudited
Consolidated Condensed Financial Statements and "Restructuring Charge" below.


RESULTS OF OPERATIONS

Net Sales
- ---------

Sales for the third  quarter of 1999 were $12.1  million  (3.5%)  lower than the
third quarter of 1998. Of the decrease, approximately $9 million related to lost
revenue from the three facilities closed in the  restructuring.  The decrease in
print  segment  sales was also due to lower paper prices in the third quarter of
1999 as compared with the third quarter of 1998.  The cost of paper is generally
passed on to the  Corporation's  customers  and,  as a result,  as paper  prices
decreased  from 1998  levels,  the  Corporation's  sales also  decreased.  These
decreases  were  partially  offset by sales growth  within the special  interest
publication and educational sectors during the current year third quarter.

Year-to-date  sales for 1999 were  $50.6  million  or 5.1%  lower than the prior
year.  Trends in operating  activity levels for the first three quarters of 1999
and the effect of the facility  closings were similar to those  described  above
for the third quarter.

Cost of Goods Sold
- ------------------

Cost of goods sold as a percentage of sales  decreased  from 79.4% for the third
quarter  of 1998 to 78.2%  for the  third  quarter  of 1999.  Within  the  print
segment,  margins  improved  during the  current  year third  quarter due to the
positive  effects of the second  quarter  restructuring  initiatives,  increased
utilization  of production  facilities and the result of lower paper sales which
generally have lower margins than manufacturing  sales. Turnkey services margins
improved for the third  quarter of 1999  compared to the prior year quarter as a
result increased utilization and lower material content included in sales. Third
quarter 1999 margins for healthcare products were slightly lower compared to the
prior year quarter due to costs associated with systems integration efforts.

Cost of goods sold as a percentage  of sales  decreased  slightly from 79.6% for
the first three  quarters of 1998 to 79.2% for the first three quarters of 1999.
This improvement resulted from the same factors that impacted the third quarter.


                                       10
<PAGE>

Selling and Administrative Expenses
- -----------------------------------

Selling and administrative expenses were $2.5 million lower in the third quarter
of 1999 than for the third  quarter of 1998 and $5.7 million  lower in the first
three  quarters of 1999 as compared  to the first  three  quarters of 1998.  The
decrease is  essentially  due to lower sales volume in the current year compared
to the prior year and cost  containment  efforts  related to the second  quarter
restructuring initiatives.

Restructuring Charge
- --------------------

Year-to-date  earnings  from  operations  for  1999  include  a  second  quarter
restructuring charge of $55.0 million. The restructuring  initiatives  primarily
involved the  Corporation's  print segment and included three facility  closings
and the elimination of certain underperforming business lines. These initiatives
will result in workforce  reductions  of  approximately  650  employees  and the
writedown of certain long-lived assets,  including goodwill. The initiatives are
expected to generate between $5 million and $7 million in cost savings primarily
during the second  half of 1999 and savings for the years 2000 and beyond of $18
million to $20 million annually. The cash portion of the charge is approximately
$24.1  million  and will be funded by the cost  savings  from the  restructuring
initiatives.

Interest Expense
- ----------------

Interest  expense was $718,000  higher in the third  quarter of 1999 than in the
third quarter of 1998 and $830,000  higher for the first three  quarters of 1999
as compared  with the first three  quarters of 1998.  The increase was primarily
due to  increased  debt levels to support the common stock  repurchase  program,
capital expenditures and additions to long-term investments.

Income Taxes
- ------------

Prior to the effect of the restructuring  charge,  the  Corporation's  effective
income tax rate for the first  three  quarters  of 1999 was  slightly  higher as
indicated in the table below. The increase is partially due to a decrease in the
amount of tax-free interest income earned in 1999 as compared to 1998.

                               Effective Tax Rate
                                             1999              1998
                                         -------------     --------------

               Third Quarter                 39.0%             38.6%
               First Three Quarters          39.2%             38.7%

FINANCIAL CONDITION

Liquidity and Capital Resources
- -------------------------------

The Corporation's  net working capital decreased by approximately  $28.6 million
during the first  three  quarters  of 1999.  Working  capital was lower than the
year-end balance due to higher accrued liabilities partially related to the 1999
second quarter restructuring charge. Short-term borrowings increased $27 million
compared to the 1998  year-end  balance.  This increase was primarily due to the
1.7  shares  of common  stock  repurchased  at an  aggregate  purchase  price of
approximately $40 million. These repurchases were also funded with cash provided
from operations.  Future stock repurchases, if any will continue to be funded by
a combination of cash provided from operations and short-term borrowings.

                                       11
<PAGE>

Capital expenditures were $60.8 million during the first three quarters of 1999,
an increase of $17.1  million from the amount  expended  during the prior's year
first three quarters.  This increase was primarily due to the  construction of a
fulfillment and distribution center in Harrisonburg,  Va. related to the 10-year
contract  with  publisher  IDG Books  Worldwide  and for the  newly  constructed
Houston facility related to the recently announced contract with Compaq.

Capital  requirements  for the full year are expected to be  approximately  $100
million and will be funded by a combination of cash provided from operations and
short-term  borrowings.  Long-term debt as a percentage of total  capitalization
increased  to 24.2%  compared  to  22.7% at  year-end.  The  combination  of the
restructuring  charge  recorded in the second  quarter of 1999 and the effect of
the share repurchase program has resulted in the higher percentage.


OTHER MATTERS

During 1998, the Corporation completed an evaluation of its computer software to
determine  its  ability to handle  dates  beginning  with the year 2000.  It was
determined that a significant portion of the Corporation's  software was already
year-2000  compliant.  This  evaluation  also  resulted  in the  development  of
detailed plans to replace certain software and to reprogram other software.  The
Corporation   also   implemented   a  program  to  confirm  that   business  and
manufacturing  system  hardware,   control  systems  and  software  supplied  by
significant third party vendors is year-2000 ready.  Although complete assurance
cannot be given,  management  currently  believes it has  devoted the  necessary
resources  to  resolve  all  significant   year-2000  issues,  both  Information
Technology ("IT") and non-IT related. The Corporation has essentially  completed
the audits and operational  readiness testing as well as received  certification
of year-2000 readiness from significant third party vendors.

The  Corporation's  contingency  plan related to third party vendors has been to
identify  additional  suppliers and alternate  sources for essential  materials,
primarily  paper, in case one or more of its suppliers were not year-2000 ready.
The majority of the Corporation's internal IT-related systems have been replaced
with year-2000 compliant systems.  Accordingly,  a contingency plan has not been
developed for internal IT-related systems and is not considered  necessary.  The
Corporation continues to test non-IT-related systems (HVAC, safety and security)
and has developed a contingency plan.

The risk of not being  year-2000  compliant  on a timely  basis is that  product
shipments could  potentially be delayed,  which could have an adverse impact on,
among  other  things,  the  Corporation's  revenues  and  earnings.   Additional
resources,  which cannot be accurately estimated at this time, would be required
to process and fulfill customer orders.

During 1998, the  Corporation  spent  approximately  $3.5 million to upgrade and
replace  its  systems to ensure  year-2000  readiness.  Through  the first three
quarters of 1999,  the  Corporation  has spent  approximately  $4  million.  The
majority of the systems development costs will be capitalized.


                                       12
<PAGE>

Item 3.

QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

The  Corporation  is exposed to market risk from  changes in interest  rates and
foreign  exchange  rates.  At October 2, 1999, the Corporation had notes payable
outstanding  aggregating $63.4 million against lines of credit with banks. These
notes consist  entirely of commercial paper and bear interest at floating rates.
Each 1%  fluctuation  in the interest  rate will  increase or decrease  interest
expense  for  the  Corporation  by  approximately   $634,000   annually.   Since
essentially all long-term debt is at fixed interest rates,  exposure to interest
rate  fluctuations is minimal.  Exposure to adverse changes in foreign  exchange
rates is also considered minimal.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document  includes  forward-looking  statements.  Statements  that describe
future    expectations,    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,
changes in  customers'  demand for the  Corporation's  products,  changes in raw
material costs and availability, success with operational start-ups, seasonal or
unanticipated  changes in  customer  orders,  pricing  actions  by  competitors,
success in the  implementation  of the Corporation's  restructuring  (including,
without  limitation,  the achievement of estimated cost savings),  unanticipated
events relating to achieving  year-2000  compliance,  unexpected  changes in the
timing of capital expenditures and general changes in economic conditions. These
factors should be considered in evaluating the forward-looking  statements,  and
undue  reliance  should not be placed on such  statements.  The  forward-looking
statements  included herein are made as of the date hereof,  and the Corporation
undertakes  no  obligation  to  update   publicly  such  statements  to  reflect
subsequent events or circumstances.


                                       13
<PAGE>

                           PART II: OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits - 27 - Financial Data Schedule (EDGAR version only)

          (b)  No reports on Form 8-K were filed  during the  quarter  for which
               this report is filed

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/GERALD  A.  HENSELER
- -----------------------
Gerald A.  Henseler
Executive  Vice  President,  Chief
Financial Officer and Treasurer


Date: November 15, 1999
      -----------------


                                       14
<PAGE>

                                BANTA CORPORATION
                           EXHIBIT INDEX TO FORM 10-Q
                      For The Quarter Ended October 2, 1999

Exhibit Number
- --------------

27       Financial Data Schedule (EDGAR version only)



                                       15

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED FINANCIAL STATEMENTS OF BANTA CORPORATION AS OF AND
FOR THE NINE MONTHS ENDED OCTOBER 2, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                   1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              JAN-01-2000
<PERIOD-START>                                 JAN-03-1999
<PERIOD-END>                                   OCT-02-1999
<CASH>                                         654
<SECURITIES>                                   30,564
<RECEIVABLES>                                  236,036
<ALLOWANCES>                                   4,525
<INVENTORY>                                    84,384
<CURRENT-ASSETS>                               370,434
<PP&E>                                         797,420
<DEPRECIATION>                                 474,770
<TOTAL-ASSETS>                                 776,665
<CURRENT-LIABILITIES>                          240,891
<BONDS>                                        115,245
                          0
                                    0
<COMMON>                                       2,765
<OTHER-SE>                                     358,627
<TOTAL-LIABILITY-AND-EQUITY>                   776,665
<SALES>                                        939,938
<TOTAL-REVENUES>                               939,938
<CGS>                                          744,310
<TOTAL-COSTS>                                  744,310
<OTHER-EXPENSES>                               176,295
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             8,795
<INCOME-PRETAX>                                9,223
<INCOME-TAX>                                   8,700
<INCOME-CONTINUING>                            523
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   523
<EPS-BASIC>                                  0.02<F1>
<EPS-DILUTED>                                  0.02
<FN>
<F1>THE EPS UNDER THE "EPS-PRIMARY" TAG REPRESENTS BASIC EARNINGS PER SHARE
</FN>


</TABLE>


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