MEADWESTVACO Corp (Form: 10-Q, Received: 05/06/2013 16:42:46)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

¨	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 001-31215

MeadWestvaco Corporation

(Exact name of registrant as specified in its charter)


Delaware		501 South 5 ^th Street Richmond, Virginia 23219-0501 Telephone 804-444-1000
(State of incorporation)

31-1797999
(I.R.S. Employer Identification No.)		(Address and telephone number of registrant’s principal executive offices)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) YES ¨ NO x

At April 26, 2013, there were 176,955,651 shares of MeadWestvaco common stock outstanding.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

INDEX TO FORM 10-Q


	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited):

Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012		1

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2013 and 2012		2

Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012		3

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012		4

Notes to Consolidated Financial Statements		5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3. Quantitative and Qualitative Disclosures About Market Risk		33

Item 4. Controls and Procedures		33

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		34

Item 1A. Risk Factors		34

Item 6. Exhibits		34

SIGNATURES		35

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

PART I. FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


*In millions, except per share amounts*	Three Months Ended March 31,
	2013			2012
Net sales	$	1,344		$	1,313

Cost of sales		1,129			1,040
Selling, general and administrative expenses		168			161
Interest expense		40			41
Other income, net		(4	)		(10	)

Income from continuing operations before income taxes		11			81
Income tax (benefit) provision		(1	)		30

Income from continuing operations		12			51
Loss from discontinued operations, net of income taxes		0			(1	)

Net income		12			50
Less: Net income attributable to non-controlling interests, net of income taxes		1			1

Net income attributable to the company	$	11		$	49


Income from continuing operations attributable to the company	$	11		$	50


Net income per share attributable to the company – basic:
Income from continuing operations	$	0.06		$	0.30
Loss from discontinued operations		0.00			(0.01	)

Net income attributable to the company	$	0.06		$	0.29


Net income per share attributable to the company – diluted:
Income from continuing operations	$	0.06		$	0.29
Loss from discontinued operations		0.00			(0.01	)

Net income attributable to the company	$	0.06		$	0.28


Shares used to compute net income per share attributable to the company:
Basic		176.4			171.9
Diluted		179.4			175.3

Cash dividends per share	$	0.25		$	0.25

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

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


*In millions*	Three Months Ended March 31,
	2013			2012
Net income	$	12		$	50

Other comprehensive (loss) income, net of tax:
Foreign currency translation		(22	)		41
Adjustments related to pension and other benefit plans		6			5
Net unrealized income (loss) on derivative instruments		6			(6	)

Other comprehensive (loss) income, net of tax		(10	)		40


Comprehensive income		2			90
Less: Comprehensive income attributable to non-controlling interests		1			1

Comprehensive income attributable to the company	$	1		$	89

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

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

CONSOLIDATED BALANCE SHEETS

(Unaudited)


*In millions, except share and per share amounts*	March 31, 2013			December 31, 2012

ASSETS
Cash and cash equivalents	$	417		$	663
Accounts receivable, net		674			607
Inventories		689			661
Other current assets		172			135

Current assets		1,952			2,066

Property, plant, equipment and forestlands, net		3,736			3,740
Prepaid pension asset		1,294			1,258
Goodwill		718			719
Other assets		1,105			1,125

	$	8,805		$	8,908


LIABILITIES AND EQUITY
Accounts payable	$	578		$	597
Accrued expenses		380			446
Notes payable and current maturities of long-term debt		75			63

Current liabilities		1,033			1,106

Long-term debt		2,085			2,100
Other long-term obligations		1,300			1,298
Deferred income taxes		1,016			1,026

Commitments and contingencies		—			—

Equity:
Shareholders’ equity:
Common stock, $0.01 par
Shares authorized: 600,000,000
Shares issued and outstanding: 2013 – 176,878,238 (2012 – 175,437,280)		2			2
Additional paid-in capital		3,270			3,234
Retained earnings		275			308
Accumulated other comprehensive loss		(194	)		(184	)

Total shareholders’ equity		3,353			3,360
Non-controlling interests		18			18

Total equity		3,371			3,378

	$	8,805		$	8,908

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

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


*In millions*	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net income	$	12		$	50
Discontinued operations		0			1
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation, depletion and amortization		98			92
Deferred income taxes		(8	)		(2	)
Pension income		(20	)		(16	)
Impairment of long-lived assets		11			0
Appreciation in cash surrender value insurance policies		(11	)		(11	)
Changes in working capital, excluding the effects of acquisitions and dispositions		(181	)		(211	)
Other, net		12			11

Net cash used in operating activities from continuing operations		(87	)		(86	)
Discontinued operations		0			107

Net cash (used in) provided by operating activities		(87	)		21

Cash flows from investing activities:
Capital expenditures		(114	)		(149	)
Payments for acquired businesses, net of cash acquired		(2	)		0
Proceeds from dispositions of assets		5			2
Other		(1	)		(1	)
Discontinued operations		0			(3	)

Net cash used in investing activities		(112	)		(151	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		7			12
Repayment of long-term debt		(24	)		(15	)
Changes in notes payable and other short-term borrowings, net		11			(1	)
Changes in book overdrafts		(22	)		(15	)
Dividends paid		(44	)		(43	)
Proceeds from exercises of stock options		28			12
Other		1			(1	)

Net cash used in financing activities		(43	)		(51	)

Effect of exchange rate changes on cash		(4	)		8

Decrease in cash and cash equivalents		(246	)		(173	)

Cash and cash equivalents:
At beginning of period		663			656

At end of period	$	417		$	483

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

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of presentation

MeadWestvaco Corporation (“MeadWestvaco”, “MWV”, or the “company”) is a global packaging company providing innovative solutions to the world’s most admired brands in the healthcare, beauty and personal care, food, beverage, home and garden, tobacco, and agricultural industries. The company also produces specialty chemicals for the automotive, energy, and infrastructure industries and maximizes the value of its land holdings through forestry operations, property development and land sales. MeadWestvaco is a Delaware corporation, incorporated in 2001 and the successor to Westvaco Corporation and The Mead Corporation. MWV’s reporting segments are (i) Food & Beverage, (ii) Home, Health & Beauty, (iii) Industrial, (iv) Specialty Chemicals, and (v) Community Development and Land Management.

These interim consolidated financial statements have not been audited. However, in the opinion of management, all normal recurring adjustments necessary to state fairly the financial position and the results of operations for the interim periods presented have been made. These interim consolidated financial statements have been prepared on the basis of accounting principles and practices generally accepted in the U.S. (“GAAP”) applied consistently with those used in the preparation of the consolidated financial statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Certain information and footnote disclosures normally included in annual financial statements presented in accordance with GAAP have been condensed or omitted. The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2012.

2. New accounting guidance

In March 2013, the Financial Accounting Standards Board (“FASB”) issued new guidance regarding foreign currency matters. The new guidance clarifies existing guidance regarding circumstances when cumulative translation adjustments should be released into earnings. These provisions are effective prospectively for fiscal and interim periods beginning after December 15, 2013. The impact of adoption will not have a material effect on the company’s consolidated financial statements.

In January 2013, the company adopted new guidance regarding the reporting of amounts reclassified out of accumulated other comprehensive income. The new guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The company has presented the amounts reclassified out of accumulated other comprehensive income by the respective line items of net income in the notes to the consolidated financial statements. The impact of adoption did not have a material effect on the company’s consolidated financial statements. Refer to Note 10 for further information.

In January 2013, the company adopted new accounting guidance regarding additional disclosures for financial instruments that are offset, including the gross amount of the asset and liability as well as the impact of any net amount presented in the consolidated financial statements. The impact of adoption did not have a material effect on the company’s consolidated financial statements. Refer to Note 7 for further information.

During the three months ended March 31, 2013, there were no other new accounting standards issued by the FASB that would have an impact on the company’s consolidated financial statements.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

3. Fair value measurements

The following information is presented for assets and liabilities that are recorded in the consolidated balance sheets at fair value at March 31, 2013 and December 31, 2012, measured on a recurring and non-recurring basis. There were no significant transfers of assets and liabilities that are recorded at fair value between Level 1 and Level 2 during the three months ended March 31, 2013 and 2012.


*In millions*	March 31, 2013			Level 1 ⁽¹⁾		Level 2 ⁽²⁾			Level 3 ⁽³⁾
Recurring fair value measurements:
Derivatives-assets ⁽ ⁴ ⁾	$	6		$	0	$	6		$	0
Derivatives-liabilities ⁽ ⁴ ⁾		(3	)		0		(3	)		0
Cash equivalents		323			323		0			0

Non-recurring fair value measurements:
Long-lived assets held for sale ⁽⁵⁾	$	17		$	0	$	0		$	17


*In millions*	December 31, 2012			Level 1 ⁽¹⁾		Level 2 ⁽²⁾			Level 3 ⁽³⁾
Recurring fair value measurements:
Derivatives-assets ⁽ ⁴ ⁾	$	3		$	0	$	3		$	0
Derivatives-liabilities ⁽ ⁴ ⁾		(8	)		0		(8	)		0
Cash equivalents		564			564		0			0

⁽¹⁾	Quoted prices in active markets for identical assets.

⁽²⁾	Quoted prices for similar assets and liabilities in active markets.

⁽³⁾	Significant unobservable inputs.

⁽⁴⁾

Derivative instruments consist of hedge contracts on natural gas and foreign currencies. Natural gas hedge instruments are valued using models with market inputs such as NYMEX natural gas futures contract pricings. Foreign currency forward contracts are valued using models with market inputs such as prices of instruments of a similar nature.

⁽⁵⁾	The fair value of long-lived assets is determined using a combination of a market approach based on market participant inputs and an income approach based on estimates of future cash flows.

Long-lived assets held for sale with a carrying value of $28 million were written down to their estimated fair value of $17 million, resulting in a pre-tax impairment charge attributable to continuing operations of $11 million for the three months ended March 31, 2013. The pre-tax impairment charge is included in cost of sales.

At March 31, 2013, the book value of debt was $2.1 billion and the fair value was estimated to be $2.5 billion. The difference between book value and fair value is derived from the difference between the period-end market interest rates and the stated fixed rates for the company’s long-term debt. The company estimates the fair values of financial instruments using Level 2 inputs which are based upon quoted market prices for the same or similar issues or on the current interest rates available to the company for debt of similar terms and maturities.

4. Restructuring charges

During 2013 and 2012, the company initiated certain restructuring actions related to its Brazilian, European and domestic operations. Restructuring charges incurred during the three months ended March 31, 2013 and 2012 were pursuant to these actions. Although these charges related to individual segments, such amounts are included in Corporate and Other for segment reporting purposes.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Three months ended March 31, 2013


*In millions*	Employee-related costs						Asset write-downs and other costs						Total
*In millions*	COS		SG&A		Total		COS		SG&A		Total		COS		SG&A		Total
Food & Beverage	$	1	$	1	$	2	$	0	$	0	$	0	$	1	$	1	$	2
Home, Health & Beauty		6		0		6		7		0		7		13		0		13
Industrial		1		1		2		6		0		6		7		1		8
All other		0		4		4		0		0		0		0		4		4

Total charges	$	8	$	6	$	14	$	13	$	0	$	13	$	21	$	6	$	27

Three months ended March 31, 2012


*In millions*	Employee-related costs						Asset write-downs and other costs						Total
*In millions*	COS		SG&A		Total		COS		SG&A		Total		COS		SG&A		Total
Food & Beverage	$	1	$	1	$	2	$	0	$	0	$	0	$	1	$	1	$	2
Home, Health & Beauty		0		1		1		0		0		0		0		1		1
Industrial		4		0		4		0		0		0		4		0		4
All other		0		2		2		0		1		1		0		3		3

Total charges	$	5	$	4	$	9	$	0	$	1	$	1	$	5	$	5	$	10

Activity in the restructuring reserve balances was as follows for the three months ended March 31, 2013:


In millions	Employee related			Other		Total
Balance at December 31, 2012	$	26		$	0	$	26
Charges		14			0		14
Payments		(4	)		0		(4	)

Balance at March 31, 2013	$	36		$	0	$	36

5. Inventories and property, plant and equipment

Inventories consist of:


*In millions*	March 31, 2013		December 31, 2012
Raw materials	$	164	$	158
Production materials, stores and supplies		101		97
Finished and in-process goods		424		406

	$	689	$	661

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Property, plant and equipment is net of accumulated depreciation of:


*In millions*	March 31, 2013		December 31, 2012
Accumulated depreciation	$	3,894	$	3,821

6. Intangible assets

The following table summarizes intangible assets subject to amortization included in other assets:


*In millions*	March 31, 2013				December 31, 2012
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
Trademarks and trade names	$	28	$	18	$	28	$	17
Customer contracts and lists		259		97		261		94
Patents		55		41		60		44
Other – primarily licensing rights		15		8		15		8

	$	357	$	164	$	364	$	163

Included in other assets are indefinite-lived intangible assets with carrying values of:


*In millions*	March 31, 2013		December 31, 2012
Indefinite-lived intangible assets	$	93	$	94

7. Financial instruments

The company uses various derivative financial instruments as part of an overall strategy to manage exposure to market risks associated with natural gas price fluctuations, foreign currency exchange rates and interest rates. The company does not hold or issue derivative financial instruments for trading purposes. The risk of loss to the company in the event of non-performance by any counterparty under derivative financial instrument agreements is not significant. Although the derivative financial instruments expose the company to market risk, fluctuations in the value of the derivatives are generally offset in earnings by the recognition of the hedged item in earnings or the earnings impact from the underlying exposures.

All derivative instruments are recorded in the consolidated balance sheets as assets or liabilities, measured at estimated fair values. Fair value estimates are based on relevant market information, including market rates and prices. For a derivative instrument designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative is recorded in accumulated other comprehensive income and is recognized in earnings when the hedged item affects earnings. The ineffective portions of cash flow hedges are recognized, as incurred, in earnings. Changes in the fair value of a derivative instrument not designated as a qualifying hedge are recognized in earnings.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

The pre-tax effect of derivative instruments, which excludes the offsetting impact of the hedged item and underlying exposures, in the consolidated statements of operations and accumulated other comprehensive income (loss) for the three months ended March 31, 2013 and 2012 are presented below.


	Cash flow hedges												Derivatives not designated as hedges
*In millions*	Foreign currency hedges						Natural gas hedges						Foreign currency derivatives
	2013			2012			2013			2012			2013			2012
Gain (loss) recognized in other comprehensive income (effective portion)	$	3		$	(5	)	$	2		$	(8	)	$	0		$	0


(Loss) gain reclassified to earnings from accumulated other comprehensive income (effective portion)	$	(1	)	$	1		$	(3	)	$	(5	)	$	0		$	0

Loss recognized in earnings ¹		0			0			0			0			(4	)		(6	)

Total (loss) gain recognized in earnings ²	$	(1	)	$	1		$	(3	)	$	(5	)	$	(4	)	$	(6	)

¹	Amounts represent the ineffective portion or items excluded from effectiveness testing for all derivatives in cash flow hedging relationships or represent realized and unrealized gains (losses) associated with those derivatives not designated as hedges.

²	Gains and losses recognized in earnings are generally offset by the recognition of the hedged item in earnings or the earnings impact from the underlying exposures.

The fair values and the effect of derivative instruments on the consolidated balance sheets as of March 31, 2013 and December 31, 2012 are presented below:


	March 31, 2013
*In millions*	Gross amount of recognized assets (liabilities)			Gross amount offset in the consolidated balance sheet		Net amount of assets (liabilities) presented in the consolidated balance sheet			Classification
Assets
Derivatives designated as hedges:
Natural gas hedges	$	1		$	0	$	1		Other current assets
Foreign currency hedges		1			0		1		Other current assets
Derivatives not designated as hedges:
Foreign currency derivatives		4			0		4		Other current assets

Total assets	$	6		$	0	$	6

Liabilities
Derivatives designated as hedges:
Natural gas hedges	$	(1	)	$	1	$	0		Accounts payable
Foreign currency hedges		0			1		1		Accounts payable
Derivatives not designated as hedges:
Foreign currency derivatives		(4	)		0		(4	)	Accounts payable

Total liabilities	$	(5	)	$	2	$	(3	)


Total derivatives						$	3

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies


	December 31, 2012
*In millions*	Gross amount of recognized assets (liabilities)			Gross amount offset in the consolidated balance sheet			Net amount of assets (liabilities) presented in the consolidated balance sheet			Classification
Assets
Derivatives designated as hedges:
Foreign currency hedges	$	0		$	(1	)	$	(1	)	Other current assets
Derivatives not designated as hedges:
Foreign currency derivatives		4			0			4		Other current assets

Total assets	$	4		$	(1	)	$	3

Liabilities
Derivatives designated as hedges:
Natural gas hedges	$	(4	)	$	0		$	(4	)	Accounts payable
Foreign currency hedges		(1	)		0			(1	)	Accounts payable
Derivatives not designated as hedges:
Foreign currency derivatives		(4	)		1			(3	)	Accounts payable

Total liabilities	$	(9	)	$	1		$	(8	)


Total derivatives							$	(5	)

Natural gas

In order to better predict and control the future cost of natural gas consumed at the company’s mills and plants, the company engages in financial hedging of future gas purchase prices. Gas usage is relatively predictable month-by-month. The company hedges primarily with financial instruments that are priced based on New York Mercantile Exchange (NYMEX) natural gas futures contracts. The company does not hedge basis (the effect of varying delivery points or locations) or transportation (the cost to transport the gas from the delivery point to a company location) under these transactions. The notional values of these contracts in Million British Thermal Units (“MMBTU’s”) at March 31, 2013 and December 31, 2012 are presented below.

Unrealized gains and losses on contracts maturing in future months are recorded in accumulated other comprehensive income and are charged or credited to earnings for the ineffective portion of the hedge. Once a contract matures, the company has a realized gain or loss on the contract up to the quantities of natural gas in the forward hedge agreements for that particular period, which are charged or credited to earnings when the related hedged item affects earnings. The ineffective portion of these cash flow hedges, as well as realized hedge gains and losses, are recorded within cost of sales in the consolidated statements of operations. The estimated pre-tax gain to be recognized in earnings is $1 million during the next twelve months. As of March 31, 2013, the maximum remaining term of existing hedges was two years. For the three months ended March 31, 2013 and 2012, no gains or losses were recognized in earnings due to the probability that forecasted transactions will not occur.

Foreign currency risk

The company uses foreign currency forward contracts to manage some of the foreign currency exchange risks associated with short-term foreign inter-company loans, foreign cash deposits, foreign currency sales and purchases of its international operations, and foreign sales of its U.S. operations. These contracts are used to hedge the variability of exchange rates on the company’s foreign inter-company loans, cash flows and foreign cash deposits.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

The foreign currency forward contracts related to certain inter-company loans and foreign cash deposits are short term in duration and are not designated as hedging instruments. Gains and losses related to these forward contracts are included in other income, net in the consolidated statements of operations. The notional amounts of these foreign currency forward contracts at March 31, 2013 and December 31, 2012 are presented below.


*In millions*	March 31, 2013		December 31, 2012
Notional amount of foreign currency forward contracts – not designated as hedges	$	202	$	235

Other foreign currency forward contracts, which are for terms of up to one year, are designated as cash flow hedges. These hedges are used to reduce the foreign currency exposure related to certain foreign and inter-company sales. For these hedges, realized hedge gains and losses are recorded in net sales in the consolidated statements of operations concurrent with the recognition of the hedged sales. The ineffective portion of these hedges is also recorded in net sales. The estimated pre-tax gain to be recognized in earnings during the next twelve months is $2 million. As of March 31, 2013, the maximum remaining term of existing hedges was one year. For the three months ended March 31, 2013 and 2012, no amounts of gains or losses were recognized in earnings due to the probability that forecasted transactions will not occur. The notional amounts of these foreign currency forward contracts at March 31, 2013 and December 31, 2012 are presented below.


*In millions*	March 31, 2013		December 31, 2012
Notional amount of foreign currency forward contracts – designated as hedges	$	98	$	108

8. Employee retirement and postretirement benefits

The components of net periodic benefit (income) cost for the company’s retirement and post retirement plans for the three months ended March 31, 2013 and 2012 are presented below.


	Three months ended March 31,
*In millions*	Pension benefits						Postretirement benefits
	2013			2012			2013		2012
Service cost – benefits earned during the period	$	11		$	12		$	1	$	1
Interest cost on projected benefit obligation		32			33			1		1
Expected return on plan assets		(72	)		(73	)		0		0
Amortization of prior service cost (income)		1			0			0		(1	)
Amortization of net actuarial loss		8			13			0		0

Net periodic benefit (income) cost	$	(20	)	$	(15	)	$	2	$	1


Net periodic benefit (income) cost – continuing operations	$	(20	)	$	(16	)	$	2	$	1

Employer contributions

The company does not anticipate any required contributions to its U.S. qualified retirement plans in the foreseeable future as the plans do not require any minimum regulatory funding contribution. Accordingly, no contributions were made to these plans during the three months ended March 31, 2013. However, the company expects to contribute $2 million to the funded non-U.S. plans in 2013.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

9. Income per common share

Basic net income per share for all the periods presented has been calculated using the weighted average shares outstanding. In computing diluted net income per share, incremental shares issuable upon the assumed exercise of stock options and other share-based compensation awards are included in the weighted average shares outstanding, if dilutive. The number of potentially dilutive shares excluded from the calculation of diluted net income per share is presented below.


	Three Months Ended March 31,
*In millions*	2013		2012
Anti-dilutive shares		3		2

10. Equity

Changes in equity for the three months ended March 31, 2013 and 2012 are as follows:

Three months ended March 31, 2013


	Shareholders’ equity
*In millions*	Outstanding shares		Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive income (loss)			Non-controlling interests			Total equity
Balance at December 31, 2012		175.4	$	2	$	3,234	$	308		$	(184	)	$	18		$	3,378

Net income		0		0		0		11			0			1			12
Other comprehensive loss		0		0		0		0			(10	)		0			(10	)
Dividends declared		0		0		0		(44	)		0			0			(44	)
Non-controlling interests distribution		0		0		0		0			0			(1	)		(1	)
Share-based employee compensation		0.2		0		4		0			0			0			4
Exercises of stock options		1.3		0		32		0			0			0			32


Balance at March 31, 2013		176.9	$	2	$	3,270	$	275		$	(194	)	$	18		$	3,371

Three months ended March 31, 2012


	Shareholders’ equity
*In millions*	Outstanding shares		Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Non-controlling interests		Total equity
Balance at December 31, 2011		170.9	$	2	$	3,153		$	292		$	(265	)	$	19	$	3,201

Net income		0		0		0			49			0			1		50
Other comprehensive income		0		0		0			0			40			0		40
Dividends declared		0		0		0			(43	)		0			0		(43	)
Non-controlling interests distribution		0		0		0			0			0			0		0
Purchase of non-controlling interests		0		0		(4	)		0			0			0		(4	)
Share-based employee compensation		1.3		0		(7	)		0			0			0		(7	)
Exercises of stock options		0.6		0		14			0			0			0		14


Balance at March 31, 2012		172.8	$	2	$	3,156		$	298		$	(225	)	$	20	$	3,251

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2013 and 2012 are as follows:

Three months ended March 31, 2013


*In millions*	Foreign currency translation ¹			Pension and other benefit plans ¹			Derivative instruments ¹			Total
Balance as of December 31, 2012	$	25		$	(205	)	$	(4	)	$	(184	)
Other comprehensive (loss) income before reclassifications		(22	)		0			3			(19	)
Amounts reclassified from accumulated other comprehensive income (loss)		0			6			3			9

Other comprehensive (loss) income, net		(22	)		6			6			(10	)

Balance as of March 31, 2013	$	3		$	(199	)	$	2		$	(194	)


Three months ended March 31, 2012

*In millions*
Balance as of December 31, 2011	$	50		$	(307	)	$	(8	)	$	(265	)
Other comprehensive income (loss) before reclassifications		41			0			(9	)		32
Amounts reclassified from accumulated other comprehensive income (loss)		0			7			3			10
Other		0			(2	)		0			(2	)

Other comprehensive income (loss), net		41			5			(6	)		40

Balance as of March 31, 2012	$	91		$	(302	)	$	(14	)	$	(225	)

¹	All amounts are net of tax.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Reclassifications out of accumulated other comprehensive income for the three months ended March 31, 2013 and 2012 are as follows:


Details about accumulated other comprehensive income components	Amounts reclassified from accumulated other comprehensive income (loss)						Affected line item in the consolidated statements of operations
	Three months ended
*In millions*	March 31, 2013			March 31, 2012
Derivative instruments
Foreign currency cash flow hedges	$	(1	)	$	1		Net sales
Natural gas cash flow hedges		(3	)		(5	)	Cost of sales

Total before tax		(4	)		(4	)
Tax benefit		1			1

Total, net of tax	$	(3	)	$	(3	)


Amortization of pension and other benefit plan items
Prior service (cost) income	$	(1	)	$	1		Cost of sales and selling, general and administrative expenses
Net actuarial loss		(8	)		(13	)	Cost of sales and selling, general and administrative expenses

Total before tax		(9	)		(12	)
Tax benefit		3			5

Total, net of tax	$	(6	)	$	(7	)


Total reclassifications for the period, net of tax	$	(9	)	$	(10	)

11. Segment information

MWV’s segments are (i) Food & Beverage, (ii) Home, Health & Beauty (iii) Industrial, (iv) Specialty Chemicals, and (v) Community Development and Land Management.

The Food & Beverage segment produces packaging materials, and designs and produces packaging solutions primarily for the global food, food service, beverage, dairy and tobacco end markets, as well as paperboard for commercial printing. For the global food market, the segment develops and produces materials and innovative solutions that are used to package frozen food, dry goods, ready-to-eat meals, hot and cold drinks, and various shelf-stable dairy products. For the global beverage market, the segment has a fully integrated business model, including high-performance paperboard, carton design and converting operations, as well as beverage packaging machinery. For the global tobacco market, the segment produces high performance paperboard, and designs and produces cartons for the leading tobacco brand owners. The segment’s materials are manufactured in the United States and converted into packaging solutions at plants located in North America, Europe and Asia.

The Home, Health & Beauty segment designs and produces packaging solutions for the global personal care, fragrance, home care, lawn and garden, prescription drug and healthcare end markets. For the global beauty and personal care market, the segment produces pumps for fragrances, lotions, creams and soaps, flip-top and applicator closures for bath and body products and lotions, and paperboard and plastic packaging for hair and skin care products. For the global home and garden market, the segment produces trigger sprayers for surface cleaners and fabric care, aerosol actuators for air fresheners, hose-end sprayers for lawn and garden maintenance, and spouted and applicator closures for a variety of other home and garden products. For the global healthcare market, the segment makes secondary packages designed to enhance patient adherence for prescription drugs, as well as healthcare dispensing systems, paperboard packaging and closures for over-the-counter and prescription drugs. Paperboard and plastic materials are converted into packaging solutions at plants located in North America, South America, Europe and Asia.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

The Industrial segment designs and produces corrugated packaging solutions, primarily for produce, meat, consumer products and bulk goods primarily in Brazil. In Brazil, the integrated business includes forestlands, paperboard mill production and corrugated box plants. This segment also includes operations in India, which develop corrugated packaging materials as well as corrugated packaging solutions for the domestic fresh produce growers. In Brazil, the segment manufactures high quality virgin kraftliner and recycle-based medium paperboards, and converts the material to corrugated packaging at five box plants across the country. In India, the segment converts raw materials to corrugated packaging at its facility in Pune and manufactures containerboard at two mills in Vapi and Morai.

The Specialty Chemicals segment manufactures, markets and distributes specialty chemicals derived from sawdust and other byproducts of the papermaking process in North America, Europe, South America and Asia. Products include performance chemicals derived from pine chemicals used in printing inks, asphalt paving and adhesives as well as the agricultural, paper and petroleum industries. This segment also includes products based on activated carbon used in gas vapor emission control systems for automobiles and trucks and applications for air, water and food purification.

The Community Development and Land Management segment is responsible for maximizing the value of the company’s landholdings in the Southeastern region of the U.S. Operations of the segment include real estate development, forestry operations and leasing activities. Real estate development includes (i) selling non-core forestlands primarily for recreational and residential uses, (ii) entitling and improving high-value tracts, and (iii) master planning select landholdings. Forestry operations include growing and harvesting softwood and hardwood on the company’s forestlands for external consumption and for use by the company’s mill-based business. Leasing activities include fees from third parties undertaking mineral extraction operations, as well as fees from recreational leases on the company’s forestlands.

Corporate and Other includes expenses associated with corporate support staff services, as well as income and expense items not directly associated with ongoing segment operations, such as restructuring charges, pension income and curtailment gains and losses, interest expense and income, results from non-controlling interests, certain legal settlements, and gains and losses on certain asset sales.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Segment results for the three months ended March 31, 2013 and 2012 are as follows:

Three months ended March 31, 2013


	Sales								Segment
*In millions*	Trade		Inter-segment			Total			profit
Food & Beverage	$	760	$	1		$	761		$	40
Home, Health & Beauty		188		0			188			3
Industrial		132		0			132			11
Specialty Chemicals		226		0			226			49
Community Development and Land Management		38		1			39			16

Total		1,344		2			1,346			119
Corporate and Other		0		0			0			(109	)
Non-controlling interests		0		0			0			1
Intersegment eliminations		0		(2	)		(2	)		0

Consolidated totals	$	1,344	$	0		$	1,344		$	11

Three months ended March 31, 2012


	Sales								Segment
*In millions*	Trade		Inter-segment			Total			profit
Food & Beverage	$	747	$	0		$	747		$	63
Home, Health & Beauty		200		0			200			12
Industrial		114		0			114			19
Specialty Chemicals		207		0			207			58
Community Development and Land Management		45		1			46			14

Total		1,313		1			1,314			166
Corporate and Other		0		0			0			(86	)
Non-controlling interests		0		0			0			1
Intersegment eliminations		0		(1	)		(1	)		0

Consolidated totals	$	1,313	$	0		$	1,313		$	81

12. Environmental and legal matters

The company has been notified by the U.S. Environmental Protection Agency or by various state or local governments that it may be liable under federal environmental laws or under applicable state or local laws with respect to the cleanup of hazardous substances at sites previously operated or used by the company. The company is currently named as a potentially responsible party (“PRP”), or has received third-party requests for contribution under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and similar state or local laws with respect to numerous sites. There are other sites which may contain contamination or which may be potential Superfund sites, but for which MeadWestvaco has not received any notice or claim. The potential liability for all these sites will depend upon several factors, including the extent of contamination, the method of remediation, insurance coverage and contribution by other PRPs. The company regularly evaluates its potential liability at these various sites. At March 31, 2013, MeadWestvaco had recorded liabilities of approximately $6 million for estimated potential cleanup costs based upon its close monitoring of ongoing activities and its past experience with these matters. The company believes that it is reasonably possible that costs associated with these sites may exceed amounts of recorded liabilities by an amount that could range from an insignificant amount to as much as $5 million. This estimate is less certain than the estimate upon which the environmental liabilities were based. After consulting with legal counsel and after considering established liabilities, it is our judgment that the resolution of pending litigation and proceedings is not expected to have a material adverse effect on the company’s consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a material effect on the results of operations.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

from the litigation, including settlement costs, have not been significant. As of March 31, 2013, there were about 500 lawsuits. Management believes that the company has substantial indemnification protection and insurance coverage, subject to applicable deductibles and policy limits, with respect to asbestos claims. The company has valid defenses to these claims and intends to continue to defend them vigorously. Additionally, based on its historical experience in asbestos cases and an analysis of the current cases, the company believes that it has adequate amounts accrued for potential settlements and judgments in asbestos-related litigation. At March 31, 2013, the company had recorded litigation liabilities of approximately $37 million, a significant portion of which relates to asbestos. Should the volume of litigation grow substantially, it is possible that the company could incur significant costs resolving these cases. After consulting with legal counsel and after considering established liabilities, it is our judgment that the resolution of pending litigation and proceedings is not expected to have a material adverse effect on the company’s consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a material effect on the results of operations.

MeadWestvaco is involved in various other litigation and administrative proceedings arising in the normal course of business. Although the ultimate outcome of such matters cannot be predicted with certainty, management does not believe that the currently expected outcome of any matter, lawsuit or claim that is pending or threatened, or all of them combined, will have a material adverse effect on the company’s consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a material effect on the results of operations.

13. Other income, net

Other income, net is comprised of the following for the three months ended March 31, 2013 and 2012:


*In millions*	Three months ended March 31,
	2013			2012
Interest income	$	2		$	4
Foreign currency exchange losses		(3	)		0
Other ¹		5			6

	$	4		$	10

For the three months ended March 31, 2013, Other income, net includes income of $4 million pursuant to certain value-added tax matters related to the fourth quarter of 2012. The aforementioned adjustment attributable to periods prior to 2013 is deemed to be immaterial to the company’s consolidated financial statements for the current period and the fourth quarter of 2012.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

14. Dispositions

Consumer & Office Products

On May 1, 2012, MeadWestvaco completed the spin-off of its C&OP business and subsequent merger of that business with ACCO Brands Corporation. For the three months ended March 31, 2012, the operating results of the C&OP business are reported in discontinued operations in the consolidated statements of operations on an after-tax basis. The assets and liabilities of the C&OP business, including the debt obligations discussed above, were recorded as a dividend to MeadWestvaco’s shareholders and resulted in a $15 million decrease to consolidated shareholders’ equity as of May 1, 2012.

There were no discontinued operations reported in the consolidated statement of operations for the three months ended March 31, 2013. The following table shows the major categories for discontinued operations in the consolidated statement of operations for the three months ended March 31, 2012:


*In millions, except per share amounts*	Three months ended March 31, 2012
Net sales	$	107

Cost of sales		73
Selling, general and administrative expenses		36
Interest expense		3
Other income, net		(2	)


Loss before income taxes		(3	)

Income tax benefit		2


Net loss	$	(1	)


Net loss per share
Basic	$	(0.01	)
Diluted	$	(0.01	)

There were no assets and liabilities classified as discontinued operations in the consolidated balance sheets at March 31, 2013 and December 31, 2012.

In connection with certain business dispositions, MeadWestvaco has provided certain guarantees and indemnities to the respective buyers and other parties. These obligations include both potential environmental matters as well as certain contracts with third parties. The total aggregate exposure to the company for these matters could be up to $50 million. The company has evaluated the fair value of these guarantees and indemnifications which did not result in a material impact to the company’s consolidated financial statements.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

15. Income taxes

For the three months ended March 31, 2013 and 2012, the effective tax rates attributable to continuing operations were as follows:


	Three months ended March 31,
	2013			2012
Effective tax rate (benefit) provision		(9	)%		37	%

The differences in the effective tax rates for the three months ended March 31, 2013 and 2012 compared to statutory rates are primarily due to discrete items, as well as from the mix and levels between domestic and foreign earnings. For the three months ended March 31, 2013, the discrete items include a $4 million benefit pursuant to an adjustment recorded to deferred taxes related to periods prior to 2013. The aforementioned adjustment attributable to periods prior to 2013 is deemed to be immaterial to the company’s consolidated financial statements for the current period and periods prior to 2013.

During the three months ended March 31, 2013, there were no significant changes to the company’s uncertain tax positions.

In the fourth quarter of 2012, the company made the decision to claim $33 million of cellulosic biofuel producer credits (“CBPC”) in exchange for the repayment of $15 million of alternative fuel mixture credits (“AFMC”) received from excise tax filings during 2009 and 2010. In order to claim additional CBPC credits, the company was required to submit claims to the Internal Revenue Service for the exchange of AFMC for CBPC by March 15, 2013. The company decided not to submit any additional claims.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

For the three months ended March 31, 2013, MeadWestvaco Corporation (“MeadWestvaco”, “MWV” or the “company”) reported income from continuing operations attributable to the company of $11 million, or $0.06 per share, compared to $50 million, or $0.29 per share, for the three months ended March 31, 2012. The results from continuing operations attributable to the company for the three months ended March 31, 2013 include after-tax restructuring charges of $18 million, or $0.10 per share. The results from continuing operations attributable to the company for the three months ended March 31, 2012 include after-tax restructuring charges of $7 million, or $0.04 per share.

Sales increased 2% to $1.34 billion for the three months ended March 31, 2013 compared to $1.31 billion for the three months ended March 31, 2012. Sales growth in 2013 was driven by higher volumes in targeted markets for food, tobacco, industrial, personal care and healthcare packaging, as well as increased volumes of higher value specialty chemical solutions. The company’s sales in 2013 also reflect contribution from the corrugated business in India (Ruby Macons) and the pine chemicals business in Brazil (Resitec), both acquired during the fourth quarter of 2012. These benefits were partially offset by unseasonably cool and wet weather in key regions which negatively impacted demand for beverage and home and garden packaging, as well as asphalt additives. In addition, unfavorable economic conditions in Europe led to declines in beauty and personal care folding carton volumes compared to 2012. Revenues from emerging markets comprise about 29% of the company’s total sales and increased 15% compared to 2012.

Pre-tax earnings on a continuing operations basis from the company’s segments in total were $119 million for the three months ended March 31, 2013 compared to $166 million for the three months ended March 31, 2012. The year-over-year decline was primarily due to operational challenges related to outages at certain paperboard mills and specialty chemical refineries, as well as higher input cost inflation and unfavorable foreign currency exchange compared to 2012. Unseasonably cool and wet weather in key regions negatively impacted volumes of beverage and home and garden packaging, as well as asphalt additives, and lower consumer confidence and spending in Europe continued to negatively impact beauty and personal care folding carton volumes. Industrial packaging results in Brazil were above the company’s expectations, but declined year-over-year primarily due to inflation and unfavorable foreign currency exchange.

OUTLOOK

Looking ahead to the second quarter of 2013, MWV expects earnings to be lower compared to prior year levels on a continuing operations basis. The company expects continued momentum with its profitable growth strategies to drive volume improvement across its targeted packaging and specialty chemicals businesses. In addition, the company is expecting to generate product pricing improvement and to benefit from its recent acquisitions in the Industrial and Specialty Chemicals segments. These benefits are expected to be more than offset by costs related to a planned major cold outage at the Covington, Virginia paperboard mill, which is expected to negatively impact pre-tax earnings by about $20 million, as well as lower land sales.

As announced with the company’s first quarter earnings release on April 30, 2013, the company is accelerating certain actions to improve margins in its Home, Health & Beauty segment, reduce enterprise-wide overhead costs and explore strategic options to maximize and unlock the value of the Community Development and Land Management segment.

To improve margins in the Home, Health & Beauty segment, the company will exit the beauty and personal care folding carton businesses in Europe and Brazil. In Europe, the company is assessing strategic options to accomplish an exit through the sale of this business. In Brazil, the company will repurpose its folding carton operation during the second half of 2013 to manufacture high value, differentiated beauty and personal care dispensing products to meet significant market growth opportunities.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

The company is also undertaking an enterprise-wide overhead cost reduction plan, which is expected to result in annual cost savings between $65 million and $75 million in 2014. To achieve these savings, the company is refocusing and streamlining its operations, as well as consolidating general and administrative support across the organization. A substantial portion of these actions will be completed this year and the company expects benefits of $25 million to $30 million to be achieved in 2013.

The company continues to make progress in evaluating opportunities to unlock the value in its land management business. At the end of 2012, as market fundamentals improved and the business achieved a number of positive developments, the company retained advisors to assist in evaluating options to maximize the value of its forestland holdings, properties with mineral rights, and development properties in the Charleston, South Carolina region.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

RESULTS OF OPERATIONS

Presented below are results for the three months ended March 31, 2013 and 2012 reported in accordance with accounting principles generally accepted in the U.S. All per share amounts are presented on an after-tax basis.


*In millions, except per share amounts*	Three Months Ended March 31,
	2013			2012
Net sales	$	1,344		$	1,313

Cost of sales		1,129			1,040
Selling, general and administrative expenses		168			161
Interest expense		40			41
Other income, net		(4	)		(10	)

Income from continuing operations before income taxes		11			81
Income tax (benefit) provision		(1	)		30

Income from continuing operations		12			51
Loss from discontinued operations, net of income taxes		0			(1	)

Net income		12			50
Less: Net income attributable to non-controlling interests, net of income taxes		1			1

Net income attributable to the company	$	11		$	49


Income from continuing operations attributable to the company	$	11		$	50


Net income per share attributable to the company – basic:
Income from continuing operations	$	0.06		$	0.30
Loss from discontinued operations		0.00			(0.01	)

Net income attributable to the company	$	0.06		$	0.29


Net income per share attributable to the company – diluted:
Income from continuing operations	$	0.06		$	0.29
Loss from discontinued operations		0.00			(0.01	)

Net income attributable to the company	$	0.06		$	0.28


Shares used to compute net income per share attributable to the company:
Basic		176.4			171.9
Diluted		179.4			175.3

Sales increased 2% to $1.34 billion for the three months ended March 31, 2013 compared to $1.31 billion for the three months ended March 31, 2012. Sales growth in 2013 was driven by higher volumes in targeted markets for food, tobacco, industrial, personal care and healthcare packaging, as well as increased volumes of higher value specialty chemical solutions. The company’s sales in 2013 also reflect contribution from the corrugated business in India (Ruby Macons) and the pine chemicals business in Brazil (Resitec), both acquired during the fourth quarter of 2012. These benefits were partially offset by unseasonably cool and wet weather which negatively impacted demand for beverage and home and garden packaging, as well as asphalt additives. In addition, unfavorable economic conditions in Europe led to declines in beauty and personal care folding carton volumes compared to 2012. Revenues from emerging markets comprise about 29% of the company’s total sales and increased 15% compared to 2012. Refer to the individual segment discussions below for detailed sales information for each segment.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Cost of sales was $1.13 billion for the three months ended March 31, 2013 compared to $1.04 billion for the three months ended March 31, 2012. During 2013, incremental expense associated with the recent acquisitions of Ruby Macons and Resitec and the negative impacts associated with planned and unplanned maintenance outages at certain paperboard mills and specialty chemicals facilities drove higher cost of sales compared to 2012. In addition, in 2013, input costs for energy, raw materials and freight were $11 million higher compared to 2012.

Selling, general and administrative expenses were $168 million for the three months ended March 31, 2013 compared to $161 million for the three months ended March 31, 2012. In 2013, increased expenses were driven by costs associated with investments in new product development and commercial capabilities, as well as from incremental expense associated with the recent acquisitions of Ruby Macons and Resitec.

Restructuring charges attributable to individual segments and by nature of cost, as well as cost of sales (“COS”) and selling, general and administrative expenses (“SG&A”) classification in the consolidated statements of operations for the three months ended March 31, 2013 and 2012 are presented below. Although these charges related to individual segments, such amounts are included in Corporate and Other for segment reporting purposes.

Three months ended March 31, 2013


*In millions*	Employee-related costs						Asset write-downs and other costs						Total
*In millions*	COS		SG&A		Total		COS		SG&A		Total		COS		SG&A		Total
Food & Beverage	$	1	$	1	$	2	$	0	$	0	$	0	$	1	$	1	$	2
Home, Health & Beauty		6		0		6		7		0		7		13		0		13
Industrial		1		1		2		6		0		6		7		1		8
All other		0		4		4		0		0		0		0		4		4

Total charges	$	8	$	6	$	14	$	13	$	0	$	13	$	21	$	6	$	27

Three months ended March 31, 2012


*In millions*	Employee-related costs						Asset write-downs and other costs						Total
*In millions*	COS		SG&A		Total		COS		SG&A		Total		COS		SG&A		Total
Food & Beverage	$	1	$	1	$	2	$	0	$	0	$	0	$	1	$	1	$	2
Home, Health & Beauty		0		1		1		0		0		0		0		1		1
Industrial		4		0		4		0		0		0		4		0		4
All other		0		2		2		0		1		1		0		3		3

Total charges	$	5	$	4	$	9	$	0	$	1	$	1	$	5	$	5	$	10

Pension income was $20 million and $16 million for the three months ended March 31, 2013 and 2012, respectively. Pension income is reported in Corporate and Other for segment reporting purposes.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Other income, net is comprised of the following for the three months ended March 31, 2013 and 2012:


*In millions*	Three months ended March 31,
	2013			2012
Interest income	$	2		$	4
Foreign currency exchange losses		(3	)		0
Other ¹		5			6

	$	4		$	10

Interest expense from continuing operations was $40 million for the three months ended March 31, 2013 and was comprised of $31 million related to bond and bank debt, $6 million related to borrowings on insurance policies and $3 million related to other items. Interest expense from continuing operations was $41 million for the three months ended March 31, 2012 and was comprised of $32 million related to bond and bank debt, $6 million related to borrowings on insurance policies and $3 million related to other items.

For the three months ended March 31, 2013, the effective tax rate benefit attributable to continuing operations was approximately 9%. For the three months ended March 31, 2012, the effective tax rate attributable to continuing operations was approximately 37%. The differences in the effective tax rates for the three months ended March 31, 2013 and 2012 compared to statutory rates are primarily due to discrete items, as well as from the mix and levels between domestic and foreign earnings. For the three months ended March 31, 2013, the discrete items include a $4 million benefit pursuant to an adjustment recorded to deferred taxes related to periods prior to 2013. The aforementioned adjustment attributable to periods prior to 2013 is deemed to be immaterial to the company’s consolidated financial statements for the current period and periods prior to 2013.

In addition to the information discussed above, the following sections discuss the results of operations for each of the company’s segments and Corporate and Other on a continuing operations basis. MWV’s segments are (i) Food & Beverage, (ii) Home, Health & Beauty (iii) Industrial, (iv) Specialty Chemicals, and (v) Community Development and Land Management.

Refer to Note 11 of Notes to Consolidated Financial Statements for a reconciliation of the sum of the results of the segments to the company’s consolidated income from operations before income taxes on a continuing operations basis.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Food & Beverage


*In millions*	Three months ended March 31,
	2013		2012
Sales	$	761	$	747
Profit ⁽¹⁾		40		63

⁽ ¹ ⁾

Profit is measured as results before restructuring charges, pension income, interest expense and income, income taxes, and results from non-controlling interests.

Sales for the Food & Beverage segment were $761 million and $747 million for the three months ended March 31, 2013 and 2012, respectively. Sales increased in 2013 primarily due to overall paperboard volume growth, including gains in higher value food and tobacco packaging. These volume gains were partially offset by volume declines in beverage packaging due to unseasonably cool weather in key regions, as well as from lower pricing in general folding carton grades and product mix impact from the decline in beverage packaging compared to 2012.

Profit for the Food & Beverage segment was $40 million and $63 million for the three months ended March 31, 2013 and 2012, respectively. Profit decline in 2013 was driven by $14 million from unfavorable pricing and product mix, $9 million from inflation, $8 million of higher costs from mill maintenance outages, and $2 million from unfavorable foreign currency exchange compared to 2012. These declines were partially offset by $7 million from favorable productivity and $3 million from other favorable items compared to 2012.

Home, Health & Beauty


*In millions*	Three months ended March 31,
	2013		2012
Sales	$	188	$	200
Profit ⁽¹⁾		3		12

⁽¹⁾	Profit is measured as results before restructuring charges, pension income, interest expense and income, income taxes, and results from non-controlling interests.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Sales for the Home, Health & Beauty segment were $188 million and $200 million for the three months ended March 31, 2013 and 2012, respectively. Sales decreased in 2013 primarily due to lower than expected volumes in home and garden packaging as well as beauty and personal care folding carton packaging in Europe and Brazil. Unseasonably cool and wet weather in North America delayed the start of the home improvement and lawn and garden season which negatively impacted home and garden volumes, while continued negative economic conditions in Europe impacted demand for beauty and personal care folding carton packaging. These negative impacts were partially offset by gains in higher value beauty and personal care products, including fine mist dispensers and caps and closures. Healthcare packaging sales also increased from continued gains in medical dispensers.

Profit for the Home, Health & Beauty segment was $3 million and $12 million for the three months ended March 31, 2013 and 2012, respectively. Profit decline in 2013 was driven by $4 million from inflation, $2 million from lower volumes, $2 million from unfavorable pricing and product mix, and $2 million from unfavorable productivity compared to 2012. These declines were partially offset by $1 million from other favorable items compared to 2012.

Industrial


*In millions*	Three months ended March 31,
	2013		2012
Sales	$	132	$	114
Profit ⁽¹⁾		11		19

⁽¹⁾	Profit is measured as results before restructuring charges, pension income, interest expense and income, income taxes, and results from non-controlling interests.

Sales for the Industrial segment were $132 million and $114 million for the three months ended March 31, 2013 and 2012, respectively. In 2013, volume growth within its corrugated packaging solutions for targeted meat, produce, household goods and raw material markets, as well as improved pricing and product mix, drove the year-over-year sales increase. In addition, sales in 2013 reflect the benefits from the recently acquired corrugated business in India. These benefits were partially offset by unfavorable foreign currency exchange compared to 2012.

Profit for the Industrial segment was $11 million and $19 million for the three months ended March 31, 2013 and 2012, respectively. Profit decline in 2013 was driven by $9 million from inflation, $4 million from unfavorable productivity and $2 million from unfavorable foreign currency exchange compared to 2012. These declines were partially offset by $5 million from improved pricing and product mix, $1 million from higher volumes and $1 million profit contribution from the recently acquired corrugated business in India and other favorable items compared to 2012.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Specialty Chemicals


*In millions*	Three months ended March 31,
	2013		2012
Sales	$	226	$	207
Profit ⁽¹⁾		49		58

⁽ ¹ ⁾

Profit is measured as results before restructuring charges, pension income, interest expense and income, income taxes, and results from non-controlling interests.

Sales for the Specialty Chemicals segment were $226 million and $207 million for the three months ended March 31, 2013 and 2012, respectively. Sales growth in 2013 was driven by continued volume growth in higher value end markets for pine chemicals, including adhesives and oilfield solutions as well as carbon technologies. Contribution from the recently acquired pine chemicals business in Brazil also drove year-over-year sales growth. Unseasonably wet weather negatively impacted demand for asphalt additives, which partially offset the above gains for 2013.

Profit for the Specialty Chemicals segment was $49 million and $58 million for the three months ended March 31, 2013 and 2012, respectively. Profit decline in 2013 was driven by $9 million from higher growth investments and unfavorable productivity, $6 million from planned and unplanned maintenance outages at the segments pine chemicals and carbon facilities, and $1 million from unfavorable pricing and product mix compared to 2012. These declines were partially offset by $5 million from higher volumes and a $2 million contribution from the recently acquired pine chemicals business in Brazil and other favorable items compared to 2012.

Community Development and Land Management


*In millions*	Three months ended March 31,
	2013		2012
Sales	$	39	$	46
Profit ⁽¹⁾		16		14

⁽¹⁾	Profit is measured as results before restructuring charges, pension income, interest expense and income, income taxes and results from non-controlling interests.

Sales for the Community Development and Land Management segment were $39 million for the three months ended March 31, 2013 compared to $46 million for the three months ended March 31, 2012. The segment sold approximately 11,300 acres for gross proceeds of approximately $20 million in 2013 compared to approximately 13,000 acres for gross proceeds of $22 million in 2012.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Profit for the Community Development and Land Management segment was $16 million for the three months ended March 31, 2013 compared to $14 million for the three months ended March 31, 2012. Profit from real estate activities was $11 million in 2013 compared to $9 million in 2012. Profit from forestry operations and leasing activities was $5 million in each of the three months ended March 31, 2013 and 2012.

LIQUIDITY AND CAPITAL RESOURCES

The company’s cash flow from continuing operations, current cash levels and other sources of currently available liquidity are expected to be adequate to fund scheduled debt payments, dividends to shareholders and capital expenditures in 2013. In addition, the company’s U.S. qualified retirement plans remain well over funded and management does not anticipate any required regulatory funding contributions to such plans in the foreseeable future.

Cash and cash equivalents totaled $417 million at March 31, 2013, of which 71% was held in the U.S. with the remaining portions of 12% in Europe, 7% in Brazil and 10% in other foreign jurisdictions. Of the company’s cash and cash equivalents held in the U.S. and Europe, approximately 71% are invested in U.S. government securities at March 31, 2013. Management continuously evaluates deposit concentrations and monitors the credit quality of the financial institutions that hold the company’s cash and cash equivalents.

Funding for the company’s domestic operating, investing and financing activities in the foreseeable future is expected to come from sources of liquidity within its U.S. operations, including cash holdings, operating cash flow and bank-committed credit capacity. As such, the company’s offshore cash holdings are not a key source of liquidity to its U.S. operations and management does not intend to transfer cash held by foreign subsidiaries to the U.S. that would be subject to potential tax impacts associated with the repatriation of undistributed earnings on foreign subsidiaries.

Operating activities

Cash used in operating activities from continuing operations was $87 million for the three months ended March 31, 2013 compared to $86 million for the three months ended March 31, 2012, reflecting a combination of a seasonably low sales period for the company and a build in inventories for forthcoming peak selling periods across many of the company’s packaging and specialty chemicals end markets. Cash provided by operating activities from discontinued operations was $107 million for the three months ended March 31, 2012.

Investing activities

Cash used in investing activities from continuing operations was $112 million for the three months ended March 31, 2013 compared to $148 million for the three months ended March 31, 2012. Cash used in investing activities from continuing operations for the three months ended March 31, 2013 was driven by capital expenditures of $114 million, and other uses of funds of $3 million, partially offset by proceeds from dispositions of assets of $5 million. Cash used in investing activities from continuing operations for the three months ended March 31, 2012 was driven by capital expenditures of $149 million and other uses of funds of $1 million, partially offset by proceeds from dispositions of assets of $2 million. Cash used in investing activities from discontinued operations was $3 million for the three months ended March 31, 2012.

Total capital spending in 2013 is expected to range from $475 million to $525 million, with the $50 million range representing discretionary growth capital that will be deployed opportunistically depending on market developments. Capital spending in 2013 associated with the construction of the biomass boiler at the Covington paperboard mill is expected to be about $100 million. The remaining capital spending associated with the expansion of the corrugated packaging business in Brazil is not expected to be significant in 2013. Capital spending related to certain growth and productivity initiatives, as well as maintenance capital and environmental compliance is expected to range from $375 million to $425 million in 2013.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Financing activities

Cash used in financing activities from continuing operations was $43 million for the three months ended March 31, 2013 compared to $51 million for the three months ended March 31, 2012. Cash used in financing activities from continuing operations for the three months ended March 31, 2013 was driven by dividend payment of $44 million, repayment of long-term debt of $24 million and other uses of funds of $21 million. Cash provided by financing activities from continuing operations for the three months ended March 31, 2013 included proceeds from exercises of employee stock options of $28 million, proceeds from notes payable and other short-term borrowings of $11 million and proceeds from the issuance of long-term debt of $7 million. Cash used in financing activities from continuing operations for the three months ended March 31, 2012 was driven by dividend payments of $43 million, repayment of long-term debt of $15 million and other uses of funds of $17 million. Cash provided by financing activities from continuing operations for the three months ended March 31, 2012 included proceeds from exercises of employee stock options of $12 million and proceeds from issuance of long-term debt of $12 million.

MeadWestvaco has a $600 million five-year revolving credit facility and a $250 million five-year term loan facility (collectively the “Credit Facilities”) with a syndicate of banks. The Credit Facilities are scheduled to expire on January 30, 2017. The principal purpose of the Credit Facilities is to obtain funds for general corporate purposes. The company borrowed $250 million in 2012 from the term loan facility bearing interest at a rate approximating LIBOR plus a margin. The company is using these funds to complete certain capital projects and to invest in its profitable growth initiatives. The balance outstanding for the term loan facility was $238 million at March 31, 2013. The $600 million revolving credit facility was undrawn at March 31, 2013. The Credit Facilities’ agreement contains a financial covenant limiting the percentage of total debt to total capitalization (including deferred taxes) to 55%, as well as certain other covenants with which the company was in compliance as of March 31, 2013.

In connection with the company’s expansion in Brazil, the company has a bank credit agreement with the Brazilian Development Bank (“BNDES”). Amounts borrowed under this facility are funding qualifying equipment purchases in accordance with the BNDES agreement and have a fixed rate of interest of 5.5%. Borrowings under this facility are denominated in Brazilian Real currency. Borrowings from this facility have been completed and principal payments commenced in 2013 with final maturity in 2020. The balance outstanding at March 31, 2013 was approximately R$278 million (USD equivalent of approximately $138 million).

The effects of foreign currency exchange rate changes on cash and cash equivalents had an unfavorable impact of $4 million for the three months ended March 31, 2013 compared to a favorable impact of $8 million for the three months ended March 31, 2012.

The company’s percentage of total debt to total capital (shareholders’ equity and total debt) was 39% at March 31, 2013 and December 31, 2012.

On April 22, 2013, the company’s Board of Directors declared a regular quarterly dividend of $0.25 per common share. The payment of the dividend will be made on June 3, 2013, to shareholders of record at the close of business on May 2, 2013.

ENVIRONMENTAL AND LEGAL MATTERS

Our operations are subject to extensive regulation by federal, state and local authorities, as well as regulatory authorities with jurisdiction over foreign operations of the company. Due to changes in environmental laws and regulations, the application of such regulations, and changes in environmental control technology, it is not possible for us to predict with certainty the amount of capital expenditures to be incurred for environmental purposes. Taking these uncertainties into account, we estimate that we will incur $37 million and $62 million in environmental capital

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

expenditures in 2013 and 2014, respectively. Approximately $48 million was spent on environmental capital projects in 2012. Included in the 2013 and 2014 estimated expenditures are capital costs associated with compliance with the Maximum Achievable Compliance Technology for industrial boilers rules that were finalized by the United States Environmental Protection Agency in January 2013. Total expenditures for compliance with this rule are estimated to be in a range of $40 million to $60 million over the period of 2013 through 2015 and possibly extending into 2016.

As with numerous other large industrial companies, the company has been named a defendant in asbestos-related personal injury litigation. Typically, these suits also name many other corporate defendants. To date, the costs resulting from the litigation, including settlement costs, have not been significant. As of March 31, 2013, there were about 500 lawsuits. Management believes that the company has substantial indemnification protection and insurance coverage, subject to applicable deductibles and policy limits, with respect to asbestos claims. The company has valid defenses to these claims and intends to continue to defend them vigorously. Additionally, based on its historical experience in asbestos cases and an analysis of the current cases, the company believes that it has adequate amounts accrued for potential settlements and judgments in asbestos-related litigation. At March 31, 2013, the company had recorded litigation liabilities of approximately $37 million, a significant portion of which relates to asbestos. Should the volume of litigation grow substantially, it is possible that the company could incur significant costs resolving these cases. After consulting with legal counsel and after considering established liabilities, it is our judgment that the resolution of pending litigation and proceedings is not expected to have a material adverse effect on the company’s consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a material effect on the results of operations.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

CRITICAL ACCOUNTING POLICIES

Our principal accounting policies are described in the Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2012. Those accounting policies that management believes require the exercise of judgment, where a different set of judgments could result in the greatest changes to reported results, are detailed in Critical Accounting Policies of Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2012. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of some assets and liabilities and, in some instances, the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management has discussed the development and selection of the critical accounting estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed the company’s disclosure.

NEW ACCOUNTING GUIDANCE

In January 2013, the company adopted new accounting guidance regarding additional disclosures for financial instruments that are offset including the gross amount of the asset and liability as well as the impact of any net amount presented in the consolidated financial statements. The impact of adoption did not have a material effect on the company’s consolidated financial statements. Refer to Note 7 for further information

During the three months ended March 31, 2013, there were no other new accounting standards issued by the FASB that would have an impact on the company’s consolidated financial statements.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

FORWARD-LOOKING STATEMENTS

Certain statements in this document and elsewhere by management of the company that are neither reported financial results nor other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes, without limitation, the business outlook, assessment of market conditions, anticipated financial and operating results, strategies, future plans, contingencies and contemplated transactions of the company. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of company operations, or the performance or achievements of each company, or industry results, to differ materially from those expressed or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties, and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward-looking statements include, but are not limited to, events or circumstances which affect the ability of MeadWestvaco to realize improvements in operating earnings from the company’s ongoing cost reduction initiatives; the ability of MeadWestvaco to close announced and pending transactions; competitive pricing for the company’s products; impact from inflation on raw materials, energy and other costs; fluctuations in demand and changes in production capacities; relative growth or decline in the United States and international economies; government policies and regulations, including, but not limited to those affecting the environment, climate change, tax policies and the tobacco industry; the company’s continued ability to reach agreement with its unionized employees on collective bargaining agreements; the company’s ability to execute its plans to divest or otherwise realize the greater value associated with its land holdings; adverse results in current or future litigation; currency movements; volatility and further deterioration of the capital markets; and other risk factors discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2012, and in other filings made from time to time with the SEC. MeadWestvaco undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Investors are advised, however, to consult any further disclosures made on related subjects in the company’s reports filed with the SEC.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the company’s exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2012. There was no material change in the company’s exposure to market risk from December 31, 2012 to March 31, 2013.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of the Company’s Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934). This evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on the evaluation of disclosure controls and procedures, our CEO and CFO have concluded that the disclosure controls and procedures were effective, as of March 31, 2013, to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our CEO and CFO, and other persons responsible for preparing such reports to allow timely decisions regarding required disclosure and that it is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

During the three months ended March 31, 2013, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially effect, our internal control over financial reporting.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

PART II. OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

During the three months ended March 31, 2013, there have been no material changes to legal proceedings from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 1A.

RISK FACTORS

During the three months ended March 31, 2013, there have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 6.

EXHIBITS


10.44		MeadWestvaco 2005 Performance Incentive Plan Amended and Restated Effective February 25, 2013, previously filed as Exhibit 10.1 to the company’s Form 8-K on April 25, 2013, and incorporated herein by reference.

10.45		Summary of MeadWestvaco Corporation 2013 Annual Incentive Plan

10.46		Summary of MeadWestvaco Corporation 2013 Long-Term Incentive Plan

31.1		Rule 13a-14(a) Certification by Chief Executive Officer

31.2		Rule 13a-14(a) Certification by Chief Financial Officer

32.1		Section 1350 Certification by Chief Executive Officer

32.2		Section 1350 Certification by Chief Financial Officer

101		XBRL Instance Document and Related Items

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

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.

Exhibit 31.1

CERTIFICATION

I, John A. Luke, Jr., certify that:

I have reviewed this quarterly report on Form 10-Q of MeadWestvaco Corporation;

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;

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;

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

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 the 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.

Exhibit 10.45

Summary of MeadWestvaco Corporation 2013 Annual Incentive Plan

Under the MeadWestvaco Corporation Annual Incentive Plan (the “Plan”), which is a part of the 2005 Performance Incentive Plan, Amended and Restated effective February 25, 2013, the Compensation and Organization Development Committee (the “Committee”) of the Board of Directors annually awards each executive an annual incentive award that is payable in cash. The size of each executive officer’s annual award is determined by application of his or her annual incentive target expressed as a percentage of base salary, which the Committee examines annually to confirm that the target is reasonable when viewed against external competitive market data, peer group and general industry trends.

For 2013, the Committee established a performance-based incentive pool for certain executive officers equal to a designated percentage of actual earnings before interest and tax (“EBIT”) achieved. EBIT is defined as full year net sales less the cost of goods sold and selling, general and administrative expenses, excluding interest income and expense, corporate income taxes, extraordinary items, discontinued operations, restructuring charges and certain one-time costs and the cumulative effect of accounting changes.

Funding of the performance-based incentive pool under this formula permits the Committee to pay annual cash incentives to all executive officers based on the attainment of additional key financial and/or operational metrics. These additional objectives for executive officers are also set by the Committee, and generally include such goals as (i) economic profit (“EP”), defined as after-tax EBIT, less the company’s weighted average cost of capital applied to total capital employed, (net debt plus total equity) subject to certain adjustments, (ii) revenue growth and (iii) productivity. For each of these performance objectives, the Committee sets performance driven threshold, target and stretch payout levels reflecting a suggested payout curve ranging from 50% of the target incentive to 200% of the target incentive. Annual incentives are also subject to an individual maximum payout in accordance with the terms of the Plan. The Committee may adjust award values to reflect progress made towards target performance levels for EP, revenue growth and productivity goals, provided no awards are payable in the event the threshold for EBIT (which funds the incentive pool) is not achieved.

Annual incentive awards are subject to the company’s Recoupment Policy.

Exhibit 10.46

Summary of MeadWestvaco Corporation 2013 Long-Term Incentive Plan

Under the MeadWestvaco Corporation Long-Term Annual Incentive Plan (the “Plan”), which is a part of the 2005 Performance Incentive Plan, Amended and Restated effective February 25,2013, the Compensation and Organization Development Committee (the “Committee”) of the Board of Directors awards each executive a long-term incentive award that is payable entirely in equity, with no cash component. The size of each executive officer’s long-term award is determined after review of external competitive market data, peer group and general industry trends.

For 2013, approximately 70% of a senior executive’s long term award is payable in the form of performance-based restricted stock units (“PSUs”) and approximately 30% in the form of non-qualified stock options.

For 2013, the Committee established a performance-based incentive pool for certain executive officers equal to a designated percentage of actual earnings before interest and tax (“EBIT”) that must be achieved in either the 2013 or 2014 year. EBIT is defined as full year net sales less the cost of goods sold and selling, general and administrative expenses, excluding interest income and expense, corporate income taxes, extraordinary items, discontinued operations, restructuring charges and certain one-time costs and the cumulative effect of accounting changes.

Funding of the performance-based incentive pool under this formula permits the Committee to vest RSUs to all executive officers based on the attainment of an additional key financial metric also set by the Committee, cumulative change in enterprise economic profit during the three-year performance period that begins January 1, 2013 and ends on December 31, 2015, which measures the change in enterprise economic profit (“EP”) between two periods. Enterprise economic profit (“EP”) is defined as after-tax EBIT, less the company’s weighted average cost of capital applied to total capital employed, (net debt plus total equity) subject to certain adjustments. For the performance objective, the Committee sets performance driven threshold, target and stretch payout levels reflecting a suggested payout curve ranging from 50% of the target incentive to 200% of the target incentive. The Committee may adjust PSU award values to reflect progress made towards target performance levels, provided that no PSU award shall vest in the event of performance below threshold goals. During the vesting period, dividends on unvested PSU awards are credited to an executive’s award in the form of additional units, but are only delivered (or paid) when and to the extent that the underlying award vests.

Stock options awarded under the Plan generally are subject to a three-year pro rata vesting expiring on the third anniversary of the grant date. While there is no performance-based prerequisite to the vesting of stock options, in the event the market value of the common stock does not appreciate over the exercise price, the options will have no value. The exercise price for stock options is not less than the “fair market value” of the common stock underlying the awards on the grant date. “Fair market value” is defined as the closing price of such common stock as reflected on the New York Stock Exchange on the grant date and is a term and condition of all stock option awards approved by the Committee. No dividend rights attach to non-qualified stock options.

Both awards of PSUs and stock options are subject to automatic forfeiture in the event of termination for gross misconduct and are subject to the company’s Recoupment Policy.

The following are the terms and conditions applicable to the award of PSUs and stock options:

Terms and Conditions – PSUs

1.	Eligibility: Executive employees designated by the Compensation and Organization Development Committee (the “Committee”) as recommended by management shall be eligible to participate.

Plan: Awards of performance-based restricted stock units (“PSUs”) shall be made under the 2005 MeadWestvaco Corporation Performance Incentive Plan, as amended (the “Plan”), and are subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “Terms and Conditions”) by reference. Each capitalized term not defined herein has the meaning assigned to such term in the Plan. The Committee shall have sole discretion to determine all issues with respect to Awards.

3.	Terms: A PSU Award will be evidenced by these Terms and Conditions pursuant to which MeadWestvaco Corporation (the “Company”) grants PSUs with respect to a specified number of Shares to the grantee subject to the conditions set forth below.

4.	Date of Award: February 25, 2013 (the “Date of Award”) or any subsequent date on which an Award is made in 2013.

5.	Award Payment: The PSUs shall be contingent and shall vest and be payable if and to the extent that the performance goals set forth on the attached Exhibit A (the “Performance Goals”) are met and the employment conditions and other conditions of these Terms and Conditions are met.

6.	Certificate Delivery: The grantee shall not be entitled to receive delivery of Shares underlying any vested portion of the Award until the payment date provided in these Terms and Conditions.

7.	Voting Rights: The grantee shall have no voting rights with respect to the PSU Award.

8.	Dividends: The grantee shall be credited with dividend equivalents as declared, which shall be converted to PSUs and ultimately settled in Shares at the same time and on the same terms as the underlying PSU Award.

9.	Automatic Forfeiture: PSUs will automatically be forfeited under the following circumstances:

Employment of the grantee is terminated for “gross misconduct.” Gross misconduct is defined as (i) fraud, misappropriation or embezzlement; (ii) engaging in conduct that is demonstratively and materially injurious to the Company; (iii) gross or intentional neglect of duties or responsibilities as an employee; or (iv) gross or intentional violation of the Company’s policies and procedures; or

The grantee breaches any confidentiality, non-solicitation or non-competition covenant set forth on the attached Exhibit B or in any Restrictive Covenants Agreement between the grantee and the Company or an affiliate.

The Committee requires recoupment of the PSU Award in accordance with the Company Recoupment Policy.

Failure to meet the Performance Goals.

10.

Restrictive Covenants: By accepting the PSU Award, the grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached Exhibit B . If the grantee has a written Restrictive Covenants Agreement with the Company or an affiliate, the grantee also agrees to continue to comply with the obligations under such Restrictive Covenants Agreement as a condition of grant of this PSU Award.

11.	Transferability: PSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.

12.

Performance Goals: The performance period with respect to the PSUs shall be January 1, 2013 through December 31, 2015 (the “Performance Period”). At the end of the Performance Period, the Committee shall determine whether and to what extent the Performance Goals have been met and shall certify attainment of the Performance Goals. The Committee shall have the discretion to reduce (including to zero) the number of PSUs that would otherwise vest upon attainment of the Performance Goals, based on such factors as the Committee deems appropriate.

13.

Vesting or Restriction Period: The PSUs shall vest, based on attainment of the Performance Goals during the Performance Period as determined by the Committee, provided the grantee continues to be employed by the Company through the date on which the Committee certifies the Performance Goals have been attained (the “Vesting Date”). Except as otherwise provided below, if the grantee terminates employment prior to the Vesting Date, the PSUs shall be cancelled and all rights of the grantee to the PSU Award shall terminate.

14.

Termination of Employment: If, prior to the Vesting Date, (i) the grantee terminates employment on account of death, disability (as defined below) or retirement (as defined below) or (ii) the grantee’s employment is involuntarily terminated by the Company (other than for gross misconduct) by reason of a divestiture of a business of the Company, mutual agreement, or job elimination, and such termination occurs after the first anniversary of the Date of Award, the grantee shall earn a pro-rata portion of the PSUs approved by the Committee. The pro-rata portion shall be determined as the number of PSUs calculated based on attainment of the Performance Goals, multiplied by a fraction, the numerator of which is the number of completed full months from the Date of Award to the grantee’s termination date and the denominator of which is 36. The vested PSUs shall be paid as described in Section 17 below. For purposes of this Award:

The term “retirement” shall mean retirement at or after age 65 (or 62 with 20 years of service) under the terms of the Company’s qualified retirement plans; and

The term “disability” shall mean permanently and totally disabled under the terms of the Company’s qualified retirement plans.

15.	Leave of Absence: In the event that the grantee is on an approved leave of absence, the grantee’s PSUs shall continue in effect in accordance with these terms during his or her leave of absence, subject to the Committee’s discretion.

16.	Change of Control: In the event of a business combination, including a Change of Control, the terms and conditions of the Plan shall apply.

17.	Payment Date: Payment of the grantee’s vested PSUs shall be made in Shares within 60 days after the Vesting Date, provided that all such payments shall be subject to compliance with the requirements of Section 409A of the Internal Revenue Code.

18.

Tax Withholding: The grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the PSU Award. The grantee may satisfy any tax withholding obligations arising upon settlement of the PSUs by (a) delivery of a certified check to the Company, (b) authorizing the Company to withhold Shares otherwise issuable as part of the PSUs, (c) tendering Shares previously acquired to the Company, or (d) authorizing the Company to sell a portion of Shares otherwise issuable as part of the PSUs in an amount necessary to generate sufficient cash to satisfy the tax withholding obligation. If the Company receives no instruction from the grantee with respect to alternative means to satisfy his or her tax withholding obligation, the obligation shall be satisfied by withholding Shares from the grantee’s PSUs. Any Share withholding shall not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and foreign tax liabilities.

Exhibit A – Performance Goals

I.	Two performance goals have been established by the Committee for the PSU Award. The EBIT goal must be met in order for any PSUs to vest under the EP goal.

The EBIT goal is based on Earnings Before Interest and Taxes (“ EBIT ”).

•

Under the EBIT goal, the Company must achieve a specified level of EBIT during the fiscal year ending December 31, 2013 or during the fiscal year ending December 31, 2014.

•

If the EBIT goal is met, the PSUs may vest up to 200% of the target Award. If the EBIT goal is not met, no PSUs may vest.

The EP goal is based on Cumulative Change in Economic Profit (“ EP ”).

•

The EP goal must be met during the three-year Performance Period that begins on January 1, 2013 and ends on December 31, 2015.

If the EBIT goal is met, the Committee will determine whether and to what extent the EP goal is met and the number of PSUs that may vest based on achievement of the Performance Goals. The amount may be reduced by the Committee as provided in the Terms and Conditions. The amount that may vest based on achievement of the EP goal may not exceed the maximum amount determined based on achievement of the EBIT goal.

II.	Earnings Before Interest and Taxes

Earnings Before Interest and Taxes (EBIT) is defined as full year net sales less the cost of goods sold and Selling, General and Administrative expenses (SG&A), excluding interest income and expense, corporate income taxes, extraordinary items, discontinued operations, restructuring charges and certain one-time costs and the cumulative effect of accounting changes. EBIT will be determined by the Committee based on the Company’s financial statements.

III.	Economic Profit

Enterprise Economic Profit (EP) is a measure of performance that is defined as after-tax EBIT, less the Company’s weighted average cost of capital applied to the capital employed (net of debt plus total equity).

Adjustments are made for pension (asset, income and liability), historical (pre-2010) good will and intangibles (asset, expense and liability), and non-operational items such as restructuring charges; after-tax EBIT is calculated using a planned operations tax rate. EBIT will be determined by the Committee based on the Company’s financial statements.

Cumulative Change in EP measures the change in EP between two periods. Cumulative Change in EP will be measured by comparing the baseline EP for the fiscal year ending December 31, 2012 to the EP for the fiscal year ending December 31, 2015.

At the end of the Performance Period, the Committee will determine the Cumulative Change in EP and will apply that number to the schedule described above. The “Percent of Target Award” indicates the percentage of the grantee’s target Award of PSUs that are eligible for vesting based on attainment of the EP goal, as described in the Terms and Conditions.

IV.	Committee Discretion

The Committee shall have the discretion to reduce the PSU Award that would otherwise vest upon the attainment of the Performance Goals (assuming EBIT threshold is met), based on such factors as the Committee deems appropriate.

Exhibit B – Restrictive Covenants

By accepting this PSU Award, the grantee agrees to comply with the following terms:

Confidential Information

For purposes of this Award letter, the term “ Confidential Information ” shall mean information that the Company or any of its affiliates owns or possesses, that the Company or its affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or its affiliates, that the Company or its affiliates treat as proprietary, private or confidential, and that is not generally known to the public. Confidential information includes, but is not limited to, information that qualifies as a trade secret under applicable law. The grantee acknowledges that the grantee’s relationship with the Company is one of confidence and trust such that the grantee has in the past been, and may in the future be, privy to Confidential Information of the Company or its affiliates.

The grantee hereby covenants and agrees at all times during employment with the Company and its affiliates and thereafter to hold in strictest confidence, and not to use, any Confidential Information, except for the benefit of the Company, and not to disclose any Confidential Information to any person or entity without written authorization of the Company, except as otherwise required by law.

Non-Solicitation

a. The grantee covenants and agrees that during the grantee’s employment with the Company and its affiliates, and during the 12 month period following the grantee’s termination of employment for any reason (the “ Restricted Period ”), the grantee shall not, directly or indirectly, (i) solicit, hire or attempt to hire any employee of the Company or any of its affiliates as an employee, consultant or independent contractor of the grantee or any other person or business entity, or (ii) solicit any employee, consultant or independent contractor of the Company or any of its affiliates to change or terminate his or her relationship with the Company or any of its affiliates, unless in each case more than six months shall have elapsed between the last day of such person’s employment or service with the Company or any of its affiliates and the first date of such solicitation or hiring.

b. The grantee covenants and agrees that during the grantee’s employment with the Company and its affiliates and during the Restricted Period, the grantee shall not, either directly or indirectly:

solicit or do business with, or attempt to solicit or do business with, any customer with whom the grantee had material contact, or about whom the grantee received Confidential Information within 12 months prior to the grantee’s date of termination for the purpose of providing such customer with services or products competitive with those offered by the Company or any of its affiliates during the grantee’s employment with the Company or its affiliates, or

ii.

encourage any customer with whom the grantee had material contact, or about whom the grantee received Confidential Information within 12 months prior to the grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its affiliates.

Non-Competition

The grantee covenants and agrees that during the grantee’s employment with the Company and its affiliates and during the Restricted Period, the grantee will not, without the Company’s express written consent, in any geographic area in which the grantee had responsibility within the last two years prior to the grantee’s termination of employment where the Company or its affiliates do business, directly or indirectly in the same or similar capacity to the services the grantee performed for the Company;

(i)

own, maintain, finance, operate, invest or engage in any business that competes with the businesses of the Company and its affiliates in which the grantee was materially involved during the two years prior to the grantee’s termination; or

(ii)

provide services, as an employee, consultant, independent contractor, agent or otherwise, to any business that competes with the Company and its affiliates in businesses in which the grantee was materially involved during the two years prior to the grantee’s termination.

Notwithstanding the foregoing, the grantee may invest in or have an interest in entities traded on any public market, provided that such interest does not exceed five percent of the voting control of such entity.

Other Acknowledgements and Agreements

The grantee acknowledges and agrees that in the event the grantee breaches any of the covenants or agreements contained in this Exhibit B :

(i)

The Company may in its discretion determine that the grantee shall forfeit the outstanding PSUs (without regard to whether the PSUs have vested), and the outstanding PSUs shall immediately terminate, and

(ii)

The Company may in its discretion require the grantee to return to the Company any cash or Shares received upon distribution of the PSUs under this Award. The Committee shall exercise the right of recoupment provided in this section (b) within one year after the Company’s discovery of the grantee’s breach of the covenants or agreements contained in this Exhibit B .

If any portion of the covenants or agreements contained in this Exhibit B , or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Exhibit B is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Exhibit B shall survive the termination of these terms and conditions.

Terms and Conditions – Stock Options

Eligibility: Executive employees designated by the Compensation and Organization Development Committee (the “Committee”) as recommended by management shall be eligible to participate.

Plan: Awards of stock options (“Options”) shall be made under the 2005 MeadWestvaco Corporation Performance Incentive Plan, as amended (the “Plan”), and are subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “Terms and Conditions”) by reference. Each capitalized term not defined herein has meaning assigned to such term in the Plan. The Committee shall have sole discretion to determine all issues with respect to Awards.

Terms: An Option Award will be evidenced by these Terms and Conditions pursuant to which MeadWestvaco Corporation (the “Company”) grants an Option with respect to a specified number of Shares to the grantee subject to the conditions set forth below. Any Option Award shall be granted in the form of a Non-Qualified Stock Option.

Date of Award: February 25, 2013 (the “Date of Award”) or any subsequent date on which an Award is made in 2013.

Exercise Price: The exercise price of any Shares subject to an Option Award shall be the Market Price of such Shares on the Date of Award. Market Price shall be determined by calculating the closing price of a Share as traded and reported by the New York Stock Exchange.

Award Term: The Option shall be contingent and shall vest and be exercisable if and to the extent that the employment conditions and other conditions in these Terms and Conditions are met. The Option may not be exercised after ten (10) years from the Date of Award.

Vesting: An Option Award will vest in equal 1/3 increments on the anniversary dates of the Date of Award, beginning on the first anniversary of the Date of Award. Except as otherwise provided below, if the grantee terminates employment prior to the becoming fully vested in the Option Award, the unvested portion of the Option Award shall be forfeited and all rights of the grantee to the unvested Option Award shall terminate.

Exercise Method: The Company will provide instructions to the grantee for how to exercise the Option, pay the exercise price and pay applicable taxes.

Automatic Forfeiture: An Option Award, whether vested or unvested, will automatically be forfeited under the following circumstances:

The grantee breaches any confidentiality, non-solicitation or non-competition covenant set forth on the attached Exhibit A or in any Restrictive Covenants Agreement between the grantee and the Company or an affiliate.

The Committee requires recoupment of the Option Award in accordance with the Company Recoupment Policy.

10.

Restrictive Covenants: By accepting the Option Award, the grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached Exhibit A . If the grantee has a written Restrictive Covenants Agreement with the Company or an affiliate, the grantee also agrees to continue to comply with the obligations under such Restrictive Covenants Agreement as a condition of grant of this Option Award.

11.

Termination of Employment: Any Option Award shall be subject to the following provisions relating to the exercise of the Option Award subsequent to termination of employment, subject to Section 10 above and the requirement that an Option cannot be exercised after ten (10) years from the Date of Award:

In the event of involuntary termination of employment with the Company or any of its affiliates (other than for gross misconduct) by reason of a divestiture of a business of the Company, mutual agreement, or job elimination, the unvested portion of the Option Award shall be forfeited and the

right to exercise the vested portion of the Option Award shall expire two (2) years after the date of such termination. If termination is for any other reason, other than death, disability (as defined below) or retirement (as defined below), the right to exercise the vested portion of the Option Award expires ninety (90) days after the date of termination.

In the event of termination of employment due to disability, the unvested portion of the Option Award shall immediately vest and the right to exercise the vested portion of the Option Award shall expire three (3) years after the date of such termination. The term “disability” shall mean permanently and totally disabled under the terms of the Company’s qualified retirement plans.

In the event of termination of employment due to retirement, the unvested portion of the Option Award shall immediately vest and the right to exercise the vested portion of the Option Award shall expire ten (10) years after the Date of Award. The term “retirement” means retirement at or after age 65 (or 62 with 20 years of service) under the terms of the Company’s qualified retirement plans.

In the event of termination of employment due to death, the unvested portion of the Option Award shall immediately vest and the right to exercise the vested portion of the Option Award shall expire three (3) years after the date of death. In the case of death following retirement, the Committee shall have the discretion, as permitted by law, to alleviate any hardship on an estate’s ability to exercise any Non-Qualified Stock Option. In case the employee is deceased, the Option Award is exercisable by the grantee’s personal representative (executor or administrator) heirs or legatees.

12.

Leave of Absence: In the event that a grantee is on an approved leave of absence, the grantee’s Option shall continue in accordance with its terms during his or her leave of absence, subject to the Committee’s discretion.

13.

Change of Control: In the event of a business combination, including a Change of Control, the terms and conditions of the Plan shall apply.

14.

Transferability: To the extent permitted by law, Non-qualified Stock Options may be transferred to immediate family members and to charities described in Sections 170(c), 2055(a) and 2552(a) of the Code, with the restriction that any attempted further transfer shall be void.

15.

Tax Withholding: The grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Option Award. The grantee may satisfy any tax withholding obligations arising with respect to the Option by (a) delivery of a certified check to the Company, (b) authorizing the Company to withhold Shares otherwise issuable as part of the Option, as applicable, (c) tendering Shares previously acquired to the Company, or (d) authorizing the Company to sell a portion of Shares otherwise issuable as part of the Option in an amount necessary to generate sufficient cash to satisfy the withholding obligation, as applicable. If the Company receives no instruction from the grantee with respect to alternative means to satisfy his or her tax withholding obligation, the obligation shall be satisfied by withholding Shares from the grantee’s Option. Any share withholding shall not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and foreign tax liabilities.

Exhibit A – Restrictive Covenants

By accepting this Option Award, the grantee agrees to comply with the following terms:

Confidential Information

For purposes of this Award, the term “ Confidential Information ” shall mean information that the Company or any of its affiliates owns or possesses, that the Company or its affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or its affiliates, that the Company or its affiliates treat as proprietary, private or confidential, and that is not generally known to the public. Confidential Information includes, but is not limited to, information that qualifies as trade secret under applicable law. The grantee acknowledges that the grantee’s relationship with the Company is one of confidence and trust such that the grantee has in the past been, and may in the future be, privy to Confidential Information of the Company or its affiliates.

Non-Solicitation

The grantee covenants and agrees that during the grantee’s employment with the Company and its affiliates, and during the 12 month period following the grantee’s termination of employment for any reason (the “ Restricted Period ”), the grantee shall not, directly or indirectly, (i) solicit, hire or attempt to hire any employee of the Company or any of its affiliates as an employee, consultant or independent contractor of the grantee or any other person or business entity, or (ii) solicit any employee, consultant or independent contractor of the Company or any of its affiliates to change or terminate his or her relationship with the Company or any of its affiliates, unless in each case more than six months shall have elapsed between the last day of such person’s employment or service with the Company or any of its affiliates and the first date of such solicitation or hiring.

The grantee covenants and agrees that during the grantee’s employment with the Company and its affiliates and during the Restricted Period, the grantee shall not, either directly or indirectly:

(i)

(ii)

Non-Competition

The grantee covenants and agrees that during the grantee’s employment with the Company and its affiliates and during the Restricted Period, the grantee will not, without the Company’s express written consent, in any geographic area in which the grantee had a responsibility within the last two years prior to the grantee’s termination of employment where the Company or its affiliates do business, directly or indirectly in the same or similar capacity to the services the grantee performed for the Company:

(i)

(ii)

Other Acknowledgements and Agreements

The grantee acknowledges and agrees that in the event the grantee breaches any of the covenants or agreements contained in this Exhibit A :

(i)

The Company may determine that the grantee shall forfeit the outstanding stock options (without regard to whether the stock options have vested), and the outstanding stock options shall immediately terminate, and

(ii)

The Company may require the grantee to return to the Company any cash or shares of Company stock received upon exercise of the stock option, net of the exercise price paid by the grantee upon exercise of the stock option; provided, that if the grantee has disposed of any shares of Company stock received upon exercise of the stock option, then the Committee may require the grantee to pay to the Company, in cash, the fair market value of such shares of Company stock as of the date of disposition, net of the exercise price paid by the grantee upon exercise of the stock option. The Company shall exercise the right of recoupment provided in this section (a) within one year after the Company’s discovery of the grantee’s breach of the covenants or agreements contained in this Exhibit A .

If any portion of the covenants or agreements contained in this Exhibit A , or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Exhibit A is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Exhibit A shall survive the termination of this Award.

Exhibit 31.2

CERTIFICATION

I, E. Mark Rajkowski, certify that:

I have reviewed this quarterly report on Form 10-Q of MeadWestvaco Corporation;

(a)

(b)

(c)

(d)

(a)

(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.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in his capacity as an officer of MeadWestvaco Corporation (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

•

the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2013 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•

the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 6, 2013				/s/ John A. Luke, Jr.
				John A. Luke, Jr.
				Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

•

the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 6, 2013				/s/ E. Mark Rajkowski
				E. Mark Rajkowski
				Chief Financial Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company