Washington, D.C. 20549




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


  Date of Report
(Date of earliest
event reported):        April 27, 2004

Banta Corporation
(Exact name of registrant as specified in its charter)

(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation)   Identification No.)

225 Main Street, Menasha, Wisconsin 54952
(Address of principal executive offices including zip code)

(920) 751-7777
(Registrant's telephone number)

Item 7.    Financial Statements and Exhibits.

  (a) Not applicable.

  (b) Not applicable.

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

  (99) Press Release of Banta Corporation dated April 27, 2004.

Item 12.    Results of Operations and Financial Condition.

        On April 27, 2004, Banta Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended April 3, 2004. A copy of such press release is furnished as Exhibit 99 and is incorporated by reference herein.

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 Company’s earnings release are the Company’s 2003 first quarter net earnings and net earnings per share before restructuring charges associated with the Company’s 2003 restructuring activities. Management believes it is useful for investors to understand how its core operations performed without the effects of such charges.

        In the Company’s judgment, excluding these charges from the Company’s 2003 first quarter 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 the Company’s 2003 first quarter net earnings and net earnings per share before these charges provides another useful comparison of the Company’s operational performance in the first quarter of 2004 to the comparable period in 2003. Many of the Company’s internal performance measures exclude these charges to enable meaningful trending of core operating metrics over an extended period of time. The Company has provided within the earnings 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 Company’s earnings 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 supercede or replace the Company’s GAAP results or expectations.



        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.


Date:  April 27, 2004
By:  /s/ Ronald D. Kneezel
        Ronald D. Kneezel
        Vice President, General Counsel and Secretary



Number Description

(99) Press Release of Banta Corporation, dated April 27, 2004.