MEADWESTVACO Corp (Form: 10-Q, Received: 05/11/2015 17:11:32)

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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, 2015

¨	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

31-1797999

(State of

incorporation)

(I.R.S. Employer

Identification No.)

501 South 5 ^th Street

Richmond, Virginia 23219-0501

Telephone 804-444-1000

(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 24, 2015, there were 167,813,882 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, 2015 and 2014		1

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2015 and 2014		2

Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014		3

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014		4

Notes to Consolidated Financial Statements		5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Quantitative and Qualitative Disclosures About Market Risk		29

Item 4. Controls and Procedures		29

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		30

Item 1A. Risk Factors		30

Item 6. Exhibits		30

SIGNATURES		31

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,
*In millions, except per share amounts*	2015			2014
Net sales	$	1,282		$	1,322
Cost of sales		1,045			1,075
Selling, general and administrative expenses		159			161
Interest expense		52			53
Other income, net		(18	)		(13	)

Income from continuing operations before income taxes		44			46
Income tax provision		13			15

Income from continuing operations		31			31
Income from discontinued operations, net of income taxes		2			0

Net income		33			31
Less: Net income attributable to non-controlling interests, net of income taxes		0			0

Net income attributable to the company	$	33		$	31

Income from continuing operations attributable to the company	$	31		$	31

Net income per share attributable to the company – basic:
Income from continuing operations	$	0.19		$	0.18
Income from discontinued operations		0.01			0.00

Net income attributable to the company	$	0.20		$	0.18

Net income per share attributable to the company – diluted:
Income from continuing operations	$	0.18		$	0.18
Income from discontinued operations		0.01			0.00

Net income attributable to the company	$	0.19		$	0.18

Shares used to compute net income per share attributable to the company:
Basic		167.9			170.7
Diluted		170.8			173.5
Cash dividends per share ¹	$	0.25		$	1.25

¹	Cash dividends per share for the three months ended March 31, 2014 include a special dividend of $1.00 per share paid on March 3, 2014.

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,
*In millions*	2015			2014
Net income	$	33		$	31

Other comprehensive (loss) income, net of tax:
Foreign currency translation		(153	)		19
Adjustments related to pension and other benefit plans		3			1
Net unrealized income on derivative instruments		5			0

Other comprehensive (loss) income, net of tax		(145	)		20

Comprehensive (loss) income		(112	)		51
Less: Comprehensive income attributable to non-controlling interests		0			0

Comprehensive (loss) income attributable to the company	$	(112	)	$	51

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, 2015			December 31, 2014
ASSETS
Cash and cash equivalents	$	262		$	454
Accounts receivable, net		688			608
Inventories		681			673
Other current assets		139			135
Assets held for sale		93			104

Current assets		1,863			1,974
Property, plant, equipment and forestlands, net		3,306			3,422
Prepaid pension asset		1,401			1,374
Goodwill		680			692
Restricted assets held by special purpose entities		1,258			1,258
Other assets		625			644

	$	9,133		$	9,364

LIABILITIES AND EQUITY
Accounts payable	$	519		$	540
Accrued expenses		322			388
Notes payable and current maturities of long-term debt		74			82
Liabilities held for sale		22			19

Current liabilities		937			1,029
Long-term debt		1,810			1,790
Non-recourse liabilities held by special purpose entities		1,112			1,112
Deferred income taxes		1,319			1,330
Other long-term obligations		672			695
Commitments and contingencies		—			—
Equity:
Shareholders’ equity:
Common stock, $0.01 par
Shares authorized: 600,000,000 Shares issued and outstanding: 2015 – 167,806,112 (2014 – 167,198,221)		2			2
Additional paid-in capital		2,902			2,872
Retained earnings		857			866
Accumulated other comprehensive loss		(631	)		(486	)

Total shareholders’ equity		3,130			3,254
Non-controlling interests		153			154

Total equity		3,283			3,408

	$	9,133		$	9,364

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,
*In millions*	2015			2014
Cash flows from operating activities:
Net income	$	33		$	31
Discontinued operations		(2	)		0
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, depletion and amortization		82			93
Deferred income taxes		3			7
Pension income (excluding curtailments)		(17	)		(30	)
Impairment of long-lived assets		0			13
Appreciation in cash surrender value insurance policies		(8	)		(6	)
Changes in working capital, excluding the effects of acquisitions and dispositions		(203	)		(213	)
Payment of alternative minimum taxes – forestlands sale		0			(98	)
Other, net		(1	)		(4	)

Net cash used in operating activities from continuing operations		(113	)		(207	)
Discontinued operations		0			(1	)

Net cash used in operating activities		(113	)		(208	)
Cash flows from investing activities:
Capital expenditures		(65	)		(66	)
Proceeds from dispositions of assets		0			3
Other		0			3

Net cash used in investing activities		(65	)		(60	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		50			50
Repayment of long-term debt		(19	)		(20	)
Changes in notes payable and other short-term borrowings, net		(2	)		3
Changes in bank overdrafts		1			14
Dividends paid (including special dividend of $175 million paid in March 2014)		(42	)		(218	)
Stock repurchases		0			(305	)
Proceeds from exercises of stock options		12			13
Other		6			3

Net cash provided by (used in) financing activities		6			(460	)
Effect of exchange rate changes on cash		(20	)		3

Decrease in cash and cash equivalents		(192	)		(725	)
Cash and cash equivalents:
At beginning of period		454			1,057

At end of period	$	262		$	332

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 and recent developments

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 development land holdings in the Charleston, South Carolina region. 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, 2014.

Certain information and footnote disclosures normally included in annual consolidated 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, 2014.

On January 26, 2015, MWV announced it has entered into a Business Combination Agreement to merge with Rock-Tenn Company to create a leading global provider of consumer and corrugated packaging. The company expects this transaction to close in the second calendar quarter of 2015. Additional information about the Business Combination Agreement is set forth in the company’s Current Report on Form 8-K filed with the SEC on January 27, 2015 and the company’s Annual Report on Form 10-K filed with the SEC on February 23, 2015.

On January 8, 2015, the company announced its Board of Directors has approved a plan to fully separate its Specialty Chemicals business from the rest of the company by the end of 2015. Additional information about this planned transaction is set forth in the company’s Annual Report on Form 10-K filed with the SEC on February 23, 2015.

2. New accounting guidance

In January 2015, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that eliminates from GAAP the concept of extraordinary items. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The new guidance may be applied prospectively or retrospectively to all periods presented in the financial statements. The impact of adoption is not expected to have a material effect on the company’s consolidated financial statements.

In February 2015, the FASB issued new accounting guidance regarding the consolidation analysis for certain legal entities. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The new guidance may be applied retrospectively or using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The impact of adoption is not expected to have a material effect on the company’s consolidated financial statements.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

During the three months ended March 31, 2015, there were no other new accounting standards issued by the FASB that would have an impact on the company’s consolidated financial statements.

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, 2015 and December 31, 2014, measured on a 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, 2015 and 2014.


*In millions*	March 31, 2015			Level 1 ⁽¹⁾		Level 2 ⁽²⁾			Level 3 ⁽³⁾
Recurring fair value measurements:
Derivatives-assets ⁽⁴⁾	$	14		$	0	$	14		$	0
Derivatives-liabilities ⁽⁴⁾		(5	)		0		(5	)		0
Cash equivalents		174			174		0			0


*In millions*	December 31, 2014			Level 1 ⁽¹⁾		Level 2 ⁽²⁾			Level 3 ⁽³⁾
Recurring fair value measurements:
Derivatives-assets ⁽⁴⁾	$	8		$	0	$	8		$	0
Derivatives-liabilities ⁽⁴⁾		(4	)		0		(4	)		0
Cash equivalents		369			369		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.

At March 31, 2015, the book value of debt was $1.9 billion and the fair value was estimated to be $2.3 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

At times the company initiates certain restructuring actions to reduce its overhead related to its global and domestic operations. In January 2014, the company initiated a margin improvement program, which was largely complete at the end of 2014. Key elements of the program include implementing a leaner organization design, aligning the corporate infrastructure to the revenue base, reassessing participation within certain business lines and markets and prioritizing capital on the highest return projects. Restructuring charges incurred during the three months ended March 31, 2015 and 2014 were pursuant to these actions. Cumulative charges included in the results from continuing operations through March 31, 2015 since the inception of the 2014 program were $47 million. 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

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, 2015 and 2014 are presented below.

Three months ended March 31, 2015


*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	$	0	$	0	$	0	$	(1	)	$	0	$	(1	)	$	(1	)	$	0	$	(1	)
Home, Health & Beauty All		5		0		5		1			0		1			6			0		6

Total charges	$	5	$	0	$	5	$	0		$	0	$	0		$	5		$	0	$	5

Three months ended March 31, 2014


*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	$	0	$	3	$	3	$	1	$	0	$	1	$	1	$	3	$	4
Home, Health & Beauty All		1		4		5		1		0		1		2		4		6
Industrial		1		1		2		0		0		0		1		1		2
All other		0		15		15		0		12		12		0		27		27

Total charges	$	2	$	23	$	25	$	2	$	12	$	14	$	4	$	35	$	39

Activity in the restructuring reserve balances was as follows for the three months ended March 31, 2015:


*In millions*	Employee related
*In millions*	2014 program			Other actions		Total
Balance at December 31, 2014	$	4		$	22	$	26
Charges		0			5		5
Payments		(2	)		0		(2	)

Balance at March 31, 2015	$	2		$	27	$	29

5. Inventories and property, plant and equipment

Inventories consist of:


*In millions*	March 31, 2015		December 31, 2014
Raw materials	$	165	$	162
Production materials, stores and supplies		108		113
Finished and in-process goods		408		398

	$	681	$	673

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

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


*In millions*	March 31, 2015		December 31, 2014
Accumulated depreciation	$	3,912	$	3,910

6. Intangible assets

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


*In millions*	March 31, 2015				December 31, 2014
*In millions*	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
Trademarks and trade names	$	27	$	23	$	27	$	22
Customer contracts and lists		246		124		255		125
Patents		51		41		53		43
Other – primarily licensing rights		14		11		14		10

	$	338	$	199	$	349	$	200

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


*In millions*	March 31, 2015		December 31, 2014
Trademarks and trade names	$	87	$	91

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, 2015 and 2014 are presented below.


	Cash flow hedges										Derivatives not designated as hedges
*In millions*	Foreign currency hedges					Natural gas hedges					Foreign currency derivatives
	2015		2014			2015			2014		2015			2014
Gain (loss) recognized in other comprehensive income (effective portion)	$	15	$	(1	)	$	(4	)	$	1	$	0		$	0

Gain (loss) reclassified to earnings from accumulated comprehensive income (effective portion)	$	6	$	(1	)	$	(3	)	$	1	$	0		$	0
(Loss) gain recognized in earnings ⁽¹⁾		0		0			0			0		(2	)		2

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

⁽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, 2015 and December 31, 2014 are presented below:


	March 31, 2015
*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		17			0			17		Other current assets
Natural gas hedges	$	0		$	(4	)	$	(4	)	Other current assets
Derivatives not designated as hedges:
Foreign currency derivatives		2			(1	)		1		Other current assets

Total assets	$	19		$	(5	)	$	14
Liabilities
Derivatives designated as hedges:
Foreign currency hedges		0			3			3		Accounts payable
Natural gas hedges	$	(4	)	$	0		$	(4	)	Accounts payable
Natural gas hedges		(1	)		0			(1	)	Other long-term obligations
Derivatives not designated as hedges:
Foreign currency derivatives		(6	)		3			(3	)

Total liabilities	$	(11	)	$	6		$	(5	)

Total derivatives							$	9

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies


	December 31, 2014
*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	$	9		$	0		$	9		Other current assets
Natural gas					(2	)		(2	)	Other current assets
Derivatives not designated as hedges:
Foreign currency derivatives		3			(2	)		1		Other current assets

Total assets	$	12		$	(4	)	$	8

Liabilities
Derivatives designated as hedges:
Foreign currency hedges	$	0		$	2		$	2		Accounts payable
Natural gas		(5	)		0			(5	)	Accounts payable
Natural gas		(1	)		0			(1	)	Other long-term obligations

Total liabilities	$	(6	)	$	2		$	(4	)

Total derivatives							$	4

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 (“MMBTUs”) at March 31, 2015 and December 31, 2014 are presented below.


*In MMBTUs*
March 31, 2015		December 31, 2014
12		10

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 loss to be recognized in earnings is $8 million during the next twelve months. As of March 31, 2015, the maximum remaining term of existing hedges was two years. For the three months ended March 31, 2015 and 2014, 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 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, 2015 and December 31, 2014 are presented below.


*In millions*	March 31, 2015		December 31, 2014
Notional amount of foreign currency forward contracts – not designated as hedges	$	102	$	112

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 $20 million. As of March 31, 2015, the maximum remaining term of existing hedges was one year. For the three months ended March 31, 2015 and 2014, no significant 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, 2015 and December 31, 2014 are presented below.


*In millions*	March 31, 2015		December 31, 2014
Notional amount of foreign currency forward contracts – designated as hedges	$	113	$	150

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, 2015 and 2014 are presented below.


	Three months ended March 31,
*In millions*	Pension benefits						Postretirement benefits
*In millions*	2015			2014			2015			2014
Service cost—benefits earned during the period	$	16		$	10		$	1		$	1
Interest cost on projected benefit obligation		30			31			1			1
Expected return on plan assets		(71	)		(73	)		0			0
Amortization of prior service cost (income)		1			1			(3	)		0
Amortization of net actuarial loss		7			1			0			0
Curtailments ⁽¹⁾		0			2			0			0

Net periodic benefit (income) cost	$	(17	)	$	(28	)	$	(1	)	$	2

⁽¹⁾	For the three months ended March 31, 2014, the company recorded within restructuring charges a curtailment loss of approximately $2 million.

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, 2015. However, the company expects to contribute $2 million to the funded non-U.S. plans in 2015.

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. Below is the number of potentially dilutive shares not included in the calculation of diluted net income per share because to do so would have been anti-dilutive for the periods presented.


	Three Months Ended March 31,
*In millions*	2015		2014
Anti-dilutive shares		0.2		1.3

10. Equity

Changes in equity for the three months ended March 31, 2015 and 2014 are as follows:


Three months ended March 31, 2015	Shareholders’ equity												Non-controlling interests			Total equity
*In millions*	Outstanding shares		Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive loss			Non-controlling interests			Total equity
Balance at December 31, 2014		167.2	$	2	$	2,872	$	866		$	(486	)	$	154		$	3,408
Net income		0		0		0		33			0			0			33
Other comprehensive loss		0		0		0		0			(145	)		0			(145	)
Dividends declared		0		0		0		(42	)		0			0			(42	)
Non-controlling interests distribution		0		0		0		0			0			(3	)		(3	)
Non-controlling interest contribution		0		0		0		0			0			2			2
Share-based employee compensation		0.1		0		14		0			0			0			14
Exercises of stock options		0.5		0		16		0			0			0			16

Balance at March 31, 2015		167.8	$	2	$	2,902	$	857		$	(631	)	$	153		$	3,283


Three months ended March 31, 2014	Shareholders’ equity														Non-controlling interests			Total equity
*In millions*	Outstanding shares			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Non-controlling interests			Total equity
Balance at December 31, 2013		174.4		$	2	$	3,172		$	950		$	(180	)	$	155		$	4,099
Net income		0			0		0			31			0			0			31
Other comprehensive income		0			0		0			0			20			0			20
Dividends declared		0			0		0			(220	)		0			0			(220	)
Non-controlling interests distribution		0			0		0			0			0			(1	)		(1	)
Non-controlling interest contribution		0			0		0			0			0			5			5
Stock repurchases		(7.5	)		0		(300	)		0			0			0			(300	)
Share-based employee compensation		0.2			0		10			0			0			0			10
Exercises of stock options		0.7			0		15			0			0			0			15

Balance at March 31, 2014		167.8		$	2	$	2,897		$	761		$	(160	)	$	159		$	3,659

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2015 and 2014 are as follows:

Three months ended March 31, 2015


*In millions*	Foreign currency translation ⁽¹⁾			Pension and other benefit plans ⁽¹⁾			Derivative instruments ⁽¹⁾			Total
Balance as of December 31, 2014	$	(234	)	$	(254)		$	2		$	(486	)
Other comprehensive (loss) income before reclassifications		(153	)		0			7			(146	)
Amounts reclassified from accumulated other comprehensive loss		0			3			(2	)		1

Other comprehensive (loss) income, net		(153	)		3			5			(145	)

Balance as of March 31, 2015	$	(387	)	$	(251	)	$	7		$	(631	)


Three months ended March 31, 2014

*In millions*
Balance as of December 31, 2013	$	(60	)	$	(119	)	$	(1	)	$	(180	)
Other comprehensive income before reclassifications		19			0			0			19
Amounts reclassified from accumulated other comprehensive loss		0			1			0			1

Other comprehensive income, net		19			1			0			20

Balance as of March 31, 2014	$	(41	)	$	(118	)	$	(1	)	$	(160	)

⁽¹⁾	All amounts are net of tax.

Reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2015 and 2014 are as follows:


Details about accumulated other comprehensive income components	Amounts reclassified from accumulated other comprehensive loss						Affected line item in the consolidated statements of operations
	Three months ended
*In millions*	March 31, 2015			March 31, 2014
Derivative instruments
Foreign currency cash flow hedges	$	6		$	(1	)	Net sales
Natural gas cash flow hedges		(3	)		1		Cost of sales

Total before tax		3			0
Tax benefit		(1	)		0

Total, net of tax	$	2		$	0

Amortization of pension and other benefit plan items
Prior service income (cost)	$	2		$	(1	)	Cost of sales and selling, general and administrative expenses
Net actuarial loss		(7	)		(1	)	Cost of sales and selling, general and administrative expenses

Total before tax		(5	)		(2	)
Tax benefit		2			1

Total, net of tax	$	(3	)	$	(1	)

Total reclassifications for the period, net of tax	$	(1	)	$	(1	)

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

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 world’s leading tobacco brand owners. The segment’s materials are manufactured in the U.S. 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 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 produces 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.

The Industrial segment designs and produces corrugated packaging solutions, primarily for produce, meat, consumer products and bulk goods. In Brazil, where most of this business is based, the integrated business includes forestlands, paperboard mills and corrugated box plants. This segment also includes operations in India, which develop corrugated packaging materials as well as corrugated packaging solutions for Indian fresh produce. In Brazil, the segment manufactures high-quality virgin kraftliner and recycled material medium paperboards, and converts the board to corrugated packaging at four 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 in the agricultural, paper and petroleum industries. This segment also produces activated carbon products used in gas vapor emission control systems for automobiles and trucks, as well as applications for air, water and food purification.

The Community Development and Land Management segment is responsible for maximizing the value of 94,000 development acres in the Charleston, South Carolina region through a land development partnership with Plum Creek. The segment develops real estate including (i) selling development property, (ii) entitling and improving high-value tracts, and (iii) master planning of select landholdings. The earnings of this segment exclude the non-controlling interest attributable to Plum Creek.

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 alternative fuel mixture credits, restructuring charges, pension income and curtailment gains and losses, interest expense and income, non-controlling interest income and losses, certain legal settlements, gains and losses on certain asset sales and other items.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Segment results for the three months ended March 31, 2015 and 2014 are as follows:


Three months ended March 31, 2015	Sales						Segment
*In millions*	External		Inter-segment		Total		profit
Food & Beverage	$	739	$	6	$	745	$	57
Home, Health & Beauty		180		0		180		19
Industrial		121		0		121		23
Specialty Chemicals		239		0		239		49
Community Development and Land Management		3		0		3		(3	)

Total	$	1,282	$	6	$	1,288		145

Corporate and Other								(101	)

Consolidated totals							$	44


Three months ended March 31, 2014	Sales						Segment
*In millions*	External		Inter-segment		Total		profit
Food & Beverage	$	756	$	7	$	763	$	55
Home, Health & Beauty		204		1		205		12
Industrial		128		0		128		16
Specialty Chemicals		232		0		232		51
Community Development and Land Management		2		0		2		(3	)

Total	$	1,322	$	8	$	1,330		131

Corporate and Other								(85	)

Consolidated totals							$	46

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, 2015, MeadWestvaco had recorded liabilities of approximately $4 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 $2 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

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, 2015, there were about 700 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. Management believes 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, 2015, the company had recorded litigation liabilities of approximately $22 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, 2015 and 2014:


*In millions*	Three months ended March 31,
*In millions*	2015		2014
Interest income ⁽¹⁾	$	14	$	13
Foreign currency exchange losses		0		(2	)
Other		4		2

	$	18	$	13

⁽¹⁾	Interest income for both the three months ended March 31, 2015 and 2014 includes $11 million related to a long-term note receivable from the 2013 transaction with Plum Creek.

14. Disposition

On January 22, 2015, the company entered into a definitive agreement to sell its European tobacco folding carton business. For the year ended December 31, 2014, the company recorded restructuring charges of $30 million related to asset write-downs within the consolidated statement of operations. Assets of $84 million and liabilities of $22 million at March 31, 2015 and assets of $92 million and liabilities of $19 million at December 31, 2014 were classified as assets and liabilities held for sale in the consolidated balance sheets. The change in the fair value of the assets and liabilities held for sale is primarily due to foreign currency exchange. The transaction closed on April 30, 2015. This business is reported within the Food & Beverage segment.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

The following table shows the major categories of assets and liabilities that are classified as held for sale in the consolidated balance sheets at March 31, 2015 and December 31, 2014:


*In millions*	March 31, 2015		December 31, 2014
Accounts receivable, net	$	17	$	19
Inventories		20		20
Other current assets		4		3

Current assets		41		42
Property, plant, equipment and forestlands, net		43		50
Accounts payable		11		7
Accrued expenses		5		5

Current liabilities		16		12
Other long-term liabilities		6		7

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 $35 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.

15. Income taxes

For the three months ended March 31, 2015 and 2014, the effective tax rates, including discrete items, attributable to continuing operations were as follows:


	Three months ended March 31,
	2015			2014
Effective tax rate provision		30	%		33	%

The differences in the effective tax rates for the three months ended March 31, 2015 and 2014 compared to statutory rates are primarily due to the mix and levels between domestic and foreign earnings, as well as from discrete items.

During the three months ended March 31, 2015, there were no significant changes to the company’s uncertain tax positions.

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, 2015, MeadWestvaco Corporation (“MeadWestvaco”, “MWV”, or the company”) generated solid earnings performance as a result of continued success from its commercial and market-participation strategies, benefits from operating efficiencies, and savings from ongoing cost reduction initiatives. The combined benefits to revenue from improved pricing and product mix and volume growth were more than offset by unfavorable foreign currency exchange and portfolio dispositions which in total impacted year-over-year top-line results by $86 million.

For the three months ended March 31, 2015, income from continuing operations before income taxes was $44 million compared to $46 million in 2014. Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) adjusted to exclude certain special items was $188 million, or 14.7% of sales, in the first quarter of 2015 compared to $191 million, or 14.4% of sales, in the first quarter of 2014. Refer to the “Use of Non-GAAP Measures” section herein for further information regarding the operational measures of both consolidated and segment-level EBITDA and EBITDA Margins.

For both the three months ended March 31, 2015 and 2014, income from continuing operations attributable to the company was $31 million, or $0.18 per share. The results from continuing operations attributable to the company for the three months ended March 31, 2015 include after-tax restructuring and other charges of $15 million, or $0.09 per share. The results from continuing operations attributable to the company for the three months ended March 31, 2014 include after-tax restructuring and other charges of $25 million, or $0.15 per share, and after-tax income from an insurance settlement regarding litigation claims of $17 million, or $0.10 per share.

Cash used in operating activities from continuing operations decreased to $113 million for the three months ended March 31, 2015 compared to $208 million for the three months ended March 31, 2014. In the year-ago period, the company paid alternative minimum taxes totaling $98 million related to the sale of the company’s U.S. forestlands in 2013.

Savings associated with the previously announced margin improvement program were $19 million for the three months ended March 31, 2015, bringing cumulative program savings to $104 million.

Recent developments

On January 22, 2015, the company announced a definitive agreement to sell its European tobacco folding carton business to AR Packaging Group AB. The transaction closed on April 30, 2015. Refer to Note 14. Disposition within the Notes to Consolidated Financial Statements included in Part I, Item 1 for further information.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

RESULTS OF OPERATIONS

Presented below are results for the three months ended March 31, 2015 and 2014 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,
*In millions, except per share amounts*	2015			2014
Net sales	$	1,282		$	1,322
Cost of sales		1,045			1,075
Selling, general and administrative expenses		159			161
Interest expense		52			53
Other income, net		(18	)		(13	)

Income from continuing operations before income taxes		44			46
Income tax provision		13			15

Income from continuing operations		31			31
Income from discontinued operations, net of income taxes		2			0

Net income		33			31
Less: Net income attributable to non-controlling interests, net of income taxes		0			0

Net income attributable to the company	$	33		$	31

Income from continuing operations attributable to the company	$	31		$	31

Net income per share attributable to the company – basic:
Income from continuing operations	$	0.19		$	0.18
Income from discontinued operations		0.01			0.00

Net income attributable to the company	$	0.20		$	0.18

Net income per share attributable to the company – diluted:
Income from continuing operations	$	0.18		$	0.18
Income from discontinued operations		0.01			0.00

Net income attributable to the company	$	0.19		$	0.18

Shares used to compute net income per share attributable to the company:
Basic		167.9			170.7
Diluted		170.8			173.5

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Sales decreased 3% to $1.28 billion for the three months ended March 31, 2015 compared to $1.32 billion for the three months ended March 31, 2014 as improvements in pricing and product mix and gains in volume were more than offset by impacts from unfavorable foreign currency exchange and portfolio dispositions. Refer to the segment discussions herein for further information regarding the decrease in sales for the three months ended March 31, 2015.

Cost of sales (“COS”) was $1.05 billion for the three months ended March 31, 2015 compared to $1.08 billion for the three months ended March 31, 2014. The decrease in COS was primarily driven by lower input costs for energy, raw materials and freight, partially offset by increased volumes compared to 2014.

Selling, general and administrative expenses (“SG&A”) were $159 million for the three months ended March 31, 2015 compared to $161 million for the three months ended March 31, 2014. The decrease in SG&A for 2015 was primarily driven by savings from cost reduction initiatives, largely offset by one-time charges for merger and spin-off related activities compared to 2014.

Restructuring charges attributable to individual segments and by nature of cost, as well as COS and SG&A classification in the consolidated statements of operations for the three months ended March 31, 2015 and 2014 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, 2015


*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	$	0	$	0	$	0	$	(1	)	$	0	$	(1	)	$	(1	)	$	0	$	(1	)
Home, Health & Beauty All		5		0		5		1			0		1			6			0		6

Total charges	$	5	$	0	$	5	$	0		$	0	$	0		$	5		$	0	$	5

Three months ended March 31, 2014


*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	$	0	$	3	$	3	$	1	$	0	$	1	$	1	$	3	$	4
Home, Health & Beauty All		1		4		5		1		0		1		2		4		6
Industrial		1		1		2		0		0		0		1		1		2
All other		0		15		15		0		12		12		0		27		27

Total charges	$	2	$	23	$	25	$	2	$	12	$	14	$	4	$	35	$	39

Pension income, excluding curtailments, was $17 million and $30 million for the three months ended March 31, 2015 and 2014, 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, 2014 and 2013:


*In millions*	Three months ended March 31,
*In millions*	2015		2014
Interest income ⁽¹⁾	$	14	$	13
Foreign currency exchange losses		0		(2	)
Other		4		2

	$	18	$	13

⁽¹⁾	Interest income for both the three months ended March 31, 2015 and 2014 include $11 million related to a long-term note receivable from the 2013 transaction with Plum Creek.

Interest expense from continuing operations was $52 million for the three months ended March 31, 2015 and was comprised of $33 million related to bond and bank debt, $11 million related to long-term obligations non-recourse to the company, $7 million related to borrowings on insurance policies and $1 million related to other items. Interest expense from continuing operations was $53 million for the three months ended March 31, 2014 and was comprised of $33 million related to bond and bank debt, $11 million related to long-term obligations non-recourse to the company, $6 million related to borrowings on insurance policies and $3 million related to other items.

The effective tax rate attributable to continuing operations was approximately 30% and 33% for the three months ended March 31, 2015 and 2014, respectively. The differences in the effective tax rates for the three months ended March 31, 2015 and 2014 compared to statutory rates are primarily due the mix and levels between domestic and foreign earnings, as well as from discrete items.

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 description of each of the company’s segments and 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.

Food & Beverage


*In millions*	Three months ended March 31,
*In millions*	2015		2014
Sales	$	745	$	763
Profit ⁽¹⁾		57		55

⁽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 $745 million and $763 million for the three months ended March 31, 2015 and 2014, respectively. Sales decreased in 2015 primarily due to unfavorable foreign currency exchange and lower volumes. The decrease was partially offset by improved pricing and product mix across all targeted paperboard end-markets.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Profit for the Food & Beverage segment was $57 million and $55 million for the three months ended March 31, 2015 and 2014, respectively. Profit increased in 2015 primarily due to $19 million from favorable productivity and cost reduction benefits, $10 million from improved pricing and product mix and $1 million from net deflation compared to 2014. These benefits were partially offset by $20 million of costs related to planned maintenance outages, $7 million from unfavorable foreign currency exchange and other items and $1 million from lower volumes compared to 2014. EBITDA decreased 6% to $103 million for the three months ended March 31, 2015 compared to $109 million for the same period of 2014. Refer to the “Use of Non-GAAP Measures” section herein for further information.

Home, Health & Beauty


*In millions*	Three months ended March 31,
*In millions*	2015		2014
Sales	$	180	$	205
Profit ⁽¹⁾		19		12

⁽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 Home, Health & Beauty segment were $180 million and $205 million for the three months ended March 31, 2015 and 2014, respectively. Sales decreased in 2015 primarily due to unfavorable foreign currency exchange and the exit of the beauty and personal care folding carton packaging business in Europe in 2014.

Profit for the Home, Health & Beauty segment was $19 million and $12 million for the three months ended March 31, 2015 and 2014, respectively. Profit increased in 2015 primarily due to $6 million from favorable productivity and cost reduction benefits, $2 million from favorable pricing and product mix, $2 million from the exit of the beauty and personal care folding carton packaging business in Europe in 2014 and $1 million from net deflation compared to 2014. These benefits were partially offset by $2 million from lower volumes and $2 million from unfavorable foreign currency exchange compared to 2014. EBITDA increased 17% to $34 million for the three months ended March 31, 2015 compared to $29 million for the same period of 2014. Refer to the “Use of Non-GAAP Measures” section herein for further information.

Industrial


*In millions*	Three months ended March 31,
*In millions*	2015		2014
Sales	$	121	$	128
Profit ⁽¹⁾		23		16

⁽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 $121 million and $128 million for the three months ended March 31, 2015 and 2014, respectively. In 2015, the decrease in sales was driven by unfavorable foreign currency exchange which was partially offset by improved pricing and product mix from initiatives aimed to recover margins and offset inflation, as well as increased volumes of corrugated packaging solutions compared to 2014.

Profit for the Industrial segment was $23 million and $16 million for the three months ended March 31, 2015 and 2014, respectively. Profit in 2015 benefited $6 million from favorable pricing and product mix, $5 million from favorable productivity and cost reduction benefits and $1 million from increased volumes compared to 2014. These benefits were partially offset by $5 million from net inflation compared to 2014. EBITDA increased 23% to $32 million for the three months ended March 31, 2015 compared to $26 million for the same period of 2014. Refer to the “Use of Non-GAAP Measures” section herein for further information.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Specialty Chemicals


*In millions*	Three months ended March 31,
*In millions*	2015		2014
Sales	$	239	$	232
Profit ⁽¹⁾		49		51

⁽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 $239 million and $232 million for the three months ended March 31, 2015 and 2014, respectively. This increase in sales in 2015 was driven by volume growth from gains in higher value strategic markets for asphalt, adhesives and carbon technologies compared to 2014. These gains were partially offset by unfavorable foreign currency exchange compared to 2014.

Profit for the Specialty Chemicals segment was $49 million and $51 million for the three months ended March 31, 2015 and 2014, respectively. Profit decreased in 2015 primarily due to $4 million of unfavorable foreign currency exchange, $3 million from unfavorable productivity and $1 million from unfavorable pricing and product mix compared to 2014. These decreases were partially offset by $5 million from increased volumes and $1 million from net deflation compared to 2014. EBITDA decreased 2% to $58 million for the three months ended March 31, 2015 compared to $59 million for the same period of 2014. Refer to the “Use of Non-GAAP Measures” section herein for further information.

Community Development and Land Management


*In millions*	Three months ended March 31,
*In millions*	2015			2014
Sales	$	3		$	2
Loss ⁽¹⁾		(3	)		(3	)

⁽¹⁾	Loss is measured as results before restructuring charges, pension income, interest expense and income and income taxes.

Sales for the Community Development and Land Management segment were $3 million for the three months ended March 31, 2015 compared to $2 million for the three months ended March 31, 2014. Segment loss for both the three months ended March 31, 2015 and 2014 was $3 million.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

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 2015. 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 $262 million at March 31, 2015, of which 36% was held in the U.S. with the remaining portions of 13% in Europe, 31% in Brazil and 20% in other foreign jurisdictions. The credit quality of the company’s portfolio of short-term investments remains strong with 55% of its cash equivalents invested in U.S. government securities. Of the company’s cash and cash equivalents, approximately 37% were invested in U.S. government securities at March 31, 2015.

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 $113 million for the three months ended March 31, 2015 compared to $207 million for the three months ended March 31, 2014. In the year-ago period, the company paid alternative minimum taxes totaling $98 million related to the sale of the company’s U.S. forestlands in 2013.

Investing activities

Cash used in investing activities from continuing operations was $65 million for the three months ended March 31, 2015 compared to $60 million for the three months ended March 31, 2014.

Cash used in investing activities from continuing operations for the three months ended March 31, 2015 was driven by capital expenditures of $65 million. Cash used in investing activities from continuing operations for the three months ended March 31, 2014 was driven by capital expenditures of $66 million, partially offset by proceeds from dispositions of assets of $3 million and other sources of funds of $3 million.

Financing activities

Cash provided by financing activities from continuing operations was $6 million for the three months ended March 31, 2015 compared to cash used in financing activities from continuing operations of $460 million for the three months ended March 31, 2014. In the year-ago period the company returned to shareholders, through stock repurchases and dividends, the proceeds from the company’s sale of its U.S. forestlands and related assets to Plum Creek in 2013.

Cash provided by financing activities from continuing operations for the three months ended March 31, 2015 included proceeds from the issuance of long-term debt of $50 million, proceeds from exercises of employee stock options of $12 million and net changes in bank overdrafts and other sources of funds of $7 million. Cash used in financing activities from continuing operations for the three months ended March 31, 2015 was driven by a dividend payment of $42 million, repayment of long-term debt of $19 million and net repayment of notes payable and other short-term borrowings of $2 million.

Cash used in financing activities from continuing operations for the three months ended March 31, 2014 was driven by stock repurchases of $305 million (including $300 million pursuant to an accelerated share repurchase program), dividend payments of $218 million (including a special dividend of $175 million), and repayment of long-term debt of

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

$20 million. Cash provided by financing activities from continuing operations for the three months ended March 31, 2014 included proceeds from credit facility borrowings of $50 million, proceeds from exercises of employee stock options of $13 million, net changes in bank overdrafts of $14 million, proceeds from notes payable and other short-term borrowings of $3 million and other sources of funds of $3 million.

MeadWestvaco has a $600 million five-year revolving credit facility with a syndicate of banks. The credit facility is scheduled to expire on January 30, 2017. The principal purpose of the credit facility is to obtain funds for general corporate purposes. In March 2015, the company borrowed $50 million from this credit facility bearing interest at a rate of 1.3550%. In April 2015, the company repaid $30 million of the borrowings. The credit facility’s 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, 2015.

The company’s percentage of total debt to total capital (shareholders’ equity and total debt) was 38% at March 31, 2015 and 37% at December 31, 2014.

The effects of foreign currency exchange rate changes on cash and cash equivalents had an unfavorable impact of $20 million for the three months ended March 31, 2015 compared to a favorable impact of $3 million for the three months ended March 31, 2014.

On April 27, 2015, 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 May 29, 2015, to shareholders of record at the close of business on May 7, 2015.

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 $48 million and $67 million in environmental capital expenditures in 2015 and 2016, respectively. Approximately $16 million was spent on environmental capital projects in 2014. Included in the 2015 and 2016 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 $3 million to $8 million during 2015 and possibly extending into 2016.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

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, 2015, there were about 700 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, 2015, the company had recorded litigation liabilities of approximately $22 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.

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, 2014. 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, 2014. 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

Refer to Note 2. New accounting guidance within the Notes to Consolidated Financial Statements included in Part I, Item 1 for a full description of recent accounting pronouncements including the respective expected dates of adoption and expected effects on the company’s consolidated financial statements.

USE OF NON-GAAP MEASURES

The company has presented certain financial measures, defined below, which have not been prepared in accordance with generally accepted accounting principles (“GAAP”) and has provided a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP. These financial measures are not meant to be considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. The company believes these non-GAAP measures provide investors, potential investors, securities

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

analysts and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of factors and trends affecting our historical financial performance and projected future results.

Set forth below is a reconciliation of the operational measures of both consolidated and segment-level EBITDA and EBITDA Margins (excluding special items) to the most directly comparable GAAP measures, net sales, net income, and segment profit.

Consolidated EBITDA, as adjusted and EBITDA Margins, as adjusted (unaudited)


	Three Months Ended March 31,
($ in millions)	2015			2014
Net income	$	33		$	31
Add:
Restructuring and other charges		24			39
Depreciation, depletion, and amortization		82			93
Interest expense		52			53
Income tax provision		13			15
Deduct:
Insurance settlements		—			(27	)
Interest income		(14	)		(13	)
Income from discontinued operations		(2	)		—

EBITDA, as adjusted	$	188		$	191

Net sales	$	1,282		$	1,322
EBITDA Margin		14.7	%		14.4	%

Segment EBITDA and EBITDA Margins (unaudited)


($ in millions)	Sales		Segment profit			Depreciation, depletion and amortization		EBITDA			EBITDA Margins
Three Months Ended March 31, 2015
Food & Beverage	$	745	$	57		$	46	$	103			13.8	%
Home, Health & Beauty		180		19			15		34			18.9	%
Industrial		121		23			9		32			26.4	%
Specialty Chemicals		239		49			9		58			24.3	%
Community Development and Land Management		3		(3	)		—		(3	)		NM
Three Months Ended March 31, 2014
Food & Beverage	$	763	$	55		$	54	$	109			14.3	%
Home, Health & Beauty		205		12			17		29			14.1	%
Industrial		128		16			10		26			20.3	%
Specialty Chemicals		232		51			8		59			25.4	%
Community Development and Land Management		2		(3	)		—		(3	)		NM

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 the 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 by 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, including whether or when the business combination with Rock-Tenn Company (“Rock-Tenn”) will occur (the “Merger Transaction”), and whether and when the spin-off of Specialty Chemicals will occur; competitive pricing for the company’s products; impact from unpredictable costs of energy and raw materials, including wood fiber and other input 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 maximize the value of its development land holdings; adverse results in current or future litigation; currency movements; volatility or 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, 2014, and in other filings made from time to time with the SEC. Forward-looking statements include, but are not limited to, statements regarding the anticipated closing date of the Merger Transaction, the ability to obtain regulatory and shareholder approvals and satisfy the other conditions to the closing of the Merger Transaction, the successful closing of the Merger Transaction and the integration of Rock-Tenn and MeadWestvaco as well as opportunities for operational improvement including but not limited to cost reduction and capital investment, the strategic opportunity and perceived value to Rock-Tenn’s and MeadWestvaco’s respective shareholders of the Merger Transaction, the Merger Transaction’s impact on, among other things, the combined company’s prospective business mix, margins, transitional costs and integration to achieve the synergies and the timing of such costs and synergies. With respect to these statements, MeadWestvaco and Rock-Tenn have made assumptions regarding, among other things, whether and when the proposed Merger Transaction will be approved; whether and when the proposed Merger Transaction will close; and the results and impacts of the proposed Merger Transaction. 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, 2014. There was no material change in the company’s exposure to market risk from December 31, 2014 to March 31, 2015.

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, 2015, 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, 2015, 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, 2015, 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, 2014.

Item 1A. RISK FACTORS

During the three months ended March 31, 2015, 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, 2014.

Item 6. EXHIBITS


2.1		Business Combination Agreement, dated as of January 25, 2015, by and between MeadWestvaco Corporation and Rock-Tenn Company previously filed as Exhibit 2.1 to the company’s Form 8-K on January 27, 2015, and incorporated herein by reference.

2.2		First Amendment to the Second Amended and Restated Business Combination Agreement, dated as of May 5, 2015, by and among Rome-Milan Holdings, Inc., MeadWestvaco Corporation, Rock-Tenn Company, Rome Merger Sub, Inc., and Milan Merger Sub, LLC.

10.50		Summary of MeadWestvaco Corporation 2015 Annual Incentive Plan

10.51		Summary of MeadWestvaco Corporation 2015 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.


						MEADWESTVACO CORPORATION
						(Registrant)

May 11, 2015						/s/ E. Mark Rajkowski
						E. Mark Rajkowski
						Chief Financial Officer

Exhibit 2.2

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (the “ Agreement ”), dated as of May 5, 2015 (this “ Amendment ”), by and among Rome-Milan Holdings, Inc., a Delaware corporation (“ TopCo ”), MeadWestvaco Corporation, a Delaware corporation (“ MWV ”), Rock-Tenn Company, a Georgia corporation (“ RockTenn ”), Rome Merger Sub, Inc., a Georgia corporation (“ RockTenn Merger Sub ”), and Milan Merger Sub, LLC, a Delaware limited liability company (“ MWV Merger Sub ”).

W I T N E S S E T H:

WHEREAS, TopCo, MWV, RockTenn, RockTenn Merger Sub and MWV Merger Sub desire to amend the Agreement on the terms and subject to the conditions set forth in this Amendment; and

WHEREAS, Section 8.3 of the Agreement provides that the Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties thereto and duly approved by the parties’ respective Boards of Directors or a duly authorized committee thereof.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth in the Agreement and this Amendment, the parties agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.01. Exhibit A to the Agreement is hereby amended by deleting the text thereof in its entirety and substituting therefor the contents of Exhibit A hereof, and such amendment to Exhibit A to the Agreement shall be deemed effective as of the execution of this Amendment.

SECTION 1.02. Exhibit B to the Agreement is hereby amended by deleting the text thereof in its entirety and substituting therefor the contents of Exhibit B hereof, and such amendment to Exhibit B to the Agreement shall be deemed effective as of the execution of this Amendment.

ARTICLE II

MISCELLANEOUS

SECTION 2.01. Except as specifically set forth in this Amendment, the Agreement shall remain in full force and effect and shall not be deemed to have been further amended by this Amendment. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term, condition or provision of the Agreement or any of the documents, schedules or exhibits referred to therein. This Amendment is incorporated into and deemed part of the Agreement as of the date hereof, and any reference to the Agreement (including any reference to “hereof,” “herein,” “hereunder” and words or expressions of similar import) shall refer to the Agreement as amended by this Amendment.

SECTION 2.02. Other than the provisions of Section 9.3 and Section 9.6(a)(i) of the Agreement, the provisions of Article IX (General Provisions) of the Agreement shall apply mutatis mutandis to this Amendment, and to the Agreement as amended by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

SECTION 2.03. This Amendment and the Agreement (including the documents, exhibits, schedules and instruments referred to therein), taken together with the Confidentiality Agreement (as defined in the Agreement), constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the Mergers (as defined in the Agreement) and the other transactions contemplated by the Agreement and this Amendment.

[Signature Page Follows]

-2-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the date first above written.


MEADWESTVACO CORPORATION

By:
Name:		John A. Luke, Jr.
Title:		Chairman and Chief
		Executive Officer

[ Signature Page to Amendment to Business Combination Agreement ]


ROCK-TENN COMPANY

By:
Name:		Steven C. Voorhees
Title:		Chief Executive Officer

ROME-MILAN HOLDINGS, INC.

By:
Name:		Steven C. Voorhees
Title:		Chief Executive Officer

MILAN MERGER SUB, LLC

By:
Name:		Steven C. Voorhees
Title:		Chief Executive Officer

ROME MERGER SUB, INC.

By:
Name:		Steven C. Voorhees
Title:		Chief Executive Officer

[ Signature Page to Amendment to Business Combination Agreement ]

Exhibit A

CERTIFICATE OF INCORPORATION OF

[ ]

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

[ ]

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is 630,000,000, consisting of 30,000,000 shares of preferred stock, par value $.01 per share (hereinafter referred to as “Preferred Stock”), and 600,000,000 shares of common stock, par value $.01 per share (hereinafter referred to as “Common Stock”).

Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and special rights of the shares of each such series and the qualifications, limitations and restrictions thereof, and increase and decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).

The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Except as may be provided in the Certificate of Incorporation or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote.

ARTICLE V

In furtherance of, and not in limitation of, the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend or repeal the By-Laws of the Corporation; provided , however , that the By-Laws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed by the Board of Directors or by the stockholders having voting power with respect thereto; provided , further , that, notwithstanding anything to the contrary in this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, Section 1.3, Section 2.1, Section 2.2, the last sentence of Section 2.3, Section 2.4, Section 2.7, Section 2.8, Section 2.9, Section 2.12, Section 3.1, Section 3.2, Section 3.3 or the last sentence of Section 7.7 of the By-Laws of the Corporation may be modified, amended or repealed, and any By-Law provision inconsistent with such provisions may be adopted, by the stockholders of the Corporation only by the affirmative vote of the holders of at least 75 percent of the voting power of the then outstanding Voting Stock (as defined in the next sentence), voting together as a single class.

For the purposes of this Certificate of Incorporation, “Voting Stock” shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

ARTICLE VI

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing in lieu of a meeting of such stockholders.

ARTICLE VII

Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors constituting the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”) shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board.

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

At each annual meeting of the stockholders of the Corporation (1) directors shall be elected as provided in the By-Laws of the Corporation to hold office for a term expiring at the next succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (2) only if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.

Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, and unless the Board of Directors otherwise determines, any vacancy resulting from death, resignation, retirement, disqualification, removal from office or other cause, and any newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and any director so chosen shall hold office for the remainder of the term that was being served by the director whose absence creates the vacancy, or, in the case of a vacancy created by an increase in the number of directors, a term expiring at the next annual meeting of stockholders, and in each case until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the total number of directors which the Corporation would have if there were no vacancies shall shorten the term of any incumbent director.

Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws.

Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, any director, or the entire Board of Directors, may be removed from office at any time, by the affirmative vote of the holders of a majority of the voting power of the then outstanding Voting Stock, voting together as a single class.

ARTICLE VIII

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment or repeal of this Article VIII shall not adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.

ARTICLE IX

Except as may be expressly provided in this Certificate of Incorporation, the Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX; provided , however , that any amendment or repeal of Article VIII of this Certificate of Incorporation shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal; and provided , further , that no Preferred Stock Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable law.

Exhibit B

FORM OF BYLAWS

[ ]

INCORPORATED UNDER THE LAWS OF DELAWARE

TABLE OF CONTENTS


		Page

ARTICLE I	MEETINGS OF STOCKHOLDERS		1-1
Section 1.1.	Place of Meetings		1-1
Section 1.2.	Annual Meetings		1-1
Section 1.3.	Special Meetings		1-1
Section 1.4.	Notice of Meetings		1-1
Section 1.5.	Postponement		1-1
Section 1.6.	Quorum		1-1
Section 1.7.	Chairman; Secretary		1-1
Section 1.8.	Inspectors of Election; Opening and Closing the Polls		1-1
Section 1.9.	Voting		1-2
Section 1.10.	Meeting Required		1-2
Section 1.11.	Notification of Proposals		1-2

ARTICLE II	BOARD OF DIRECTORS		2-1
Section 2.1.	General Powers, Number, Qualifications and Term of Office		2-1
Section 2.2.	Age Limitation		2-1
Section 2.3.	Election of Directors; Vacancies; New Directorships		2-1
Section 2.4.	Removal of Directors		2-1
Section 2.5.	Notification of Nomination		2-1
Section 2.6.	Place of Meetings		2-2
Section 2.7.	Regular Meetings		2-2
Section 2.8.	Special Meetings		2-2
Section 2.9.	Notice of Special Meetings		2-2
Section 2.10.	Quorum and Manner of Acting		2-3
Section 2.11.	Chairman; Secretary		2-3
Section 2.12.	Compensation		2-3
Section 2.13.	Indemnification and Insurance		2-3
Section 2.14.	The Non-Executive Chairman of the Board		2-5
Section 2.15.	Lead Independent Director		2-5

ARTICLE III	COMMITTEES		3-1
Section 3.1.	Committees of Directors		3-1
Section 3.2.	Removal; Vacancies		3-1
Section 3.3.	Compensation		3-1

ARTICLE IV	OFFICERS		4-1
Section 4.1.	Number		4-1
Section 4.2.	Election; Term of Office and Qualifications		4-1
Section 4.3.	Removal		4-1
Section 4.4.	Salaries		4-1
Section 4.5.	The President		4-1
Section 4.6.	The Vice Presidents		4-1
Section 4.7.	The Assistant Vice Presidents		4-1
Section 4.8.	The Secretary		4-1
Section 4.9.	The Assistant Secretaries		4-2
Section 4.10.	The Treasurer		4-2
Section 4.11.	The Assistant Treasurers		4-2
Section 4.12.	The Controller		4-2
Section 4.13.	The Assistant Controllers		4-2


		Page

ARTICLE V	AUTHORITY TO ACT AND SIGN FOR THE CORPORATION		5-1
Section 5.1.	Contracts, Agreements, Checks and Other Instruments		5-1
Section 5.2.	Bank Accounts; Deposits; Checks, Drafts and Orders Issued in the Corporation’s Name		5-1
Section 5.3.	Delegation of Authority		5-1
Section 5.4.	Stock Certificates		5-1
Section 5.5.	Voting of Stock in Other Corporations		5-1
Section 5.6.	Sale and Transfer of Securities		5-1

ARTICLE VI	STOCK		6-1
Section 6.1.	Certificates of Stock		6-1
Section 6.2.	Transfer of Stock		6-1
Section 6.3.	Transfer Agents and Registrars		6-1
Section 6.4.	Record Dates		6-1
Section 6.5.	Electronic Securities Recordation		6-1

ARTICLE VII	SUNDRY PROVISIONS		7-1
Section 7.1.	Offices		7-1
Section 7.2. Section 7.3.	Seal Books and Records		7-1 7-1
Section 7.4.	Fiscal Year		7-1
Section 7.5.	Independent Public Accountants		7-1
Section 7.6.	Waiver of Notice		7-1
Section 7.7.	Amendments		7-1
Section 7.8.	Exclusive Forum		7-1

BYLAWS

[ ]

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1.1. Place of Meetings. The annual meeting of stockholders for the election of directors and all special meetings for that or for any other purpose shall be held at such time and place, either within or without the State of Delaware as may from time to time be designated by the Board of Directors.

SECTION 1.2. Annual Meetings. The annual meeting of stockholders for elections of directors, and for the transaction of such other business as may be required or authorized to be transacted by stockholders, shall be held on such date and time as designated from time to time by the Board of Directors.

SECTION 1.3. Special Meetings. A special meeting of stockholders for any purpose may be called at any time only by a majority of the Board of Directors, by the Non-Executive Chairman of the Board, by the Chief Executive Officer or by the holders of at least 50 percent of the voting power of the then outstanding common stock, par value $0.01 per share, of the Corporation. Stockholders may call a special meeting of stockholders in accordance with the foregoing by delivering to the Secretary notice of such request (which notice shall include the purpose for which such special meeting is being called) signed by the holders of the required percentage of shares. If the stockholders call a special meeting of stockholders in accordance with the foregoing, the Board of Directors shall have the exclusive right and power to do the following with respect to such special meetings: (a) fix the record date for the determination of whether the holders of the required percentage of shares has called a special meeting, (b) fix the date and time of such special meeting which date shall be no more than 180 days after the date on which the Secretary received notice of the request for a special meeting and (c) fix the record date for determining the stockholders entitled to vote at the special meeting, in accordance with Section 6.4 of these Bylaws. At any such special meeting the only business transacted shall be in accordance with the purposes specified in the notice calling such meeting.

SECTION 1.4. Notice of Meetings. Except as may otherwise be provided by statute or the Certificate of Incorporation, the Secretary or an Assistant Secretary shall cause written notice of the place, date and hour for holding each annual and special meeting of stockholders to be given not less than ten days nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting by mailing the notice, postage prepaid, to the stockholder at his post office address as it appears on the records of the Corporation. Notice of each special meeting shall contain a statement of the purpose or purposes for which the meeting is called. Except as otherwise provided by statute, no notice of an adjourned meeting need be given other than by announcement at the meeting which is being adjourned of the time and place of the adjourned meeting.

SECTION 1.5. Postponement. Any previously scheduled annual or special meeting of stockholders may be postponed by resolution of the Board of Directors, upon public notice given prior to the date scheduled for such meeting.

SECTION 1.6. Quorum. The holders of shares of the outstanding stock of the Corporation representing a majority of the total votes entitled to be cast at any meeting of stockholders, if present in person or by proxy, shall constitute a quorum for the transaction of business unless a larger proportion shall be required by statute or the Certificate of Incorporation. The Chairman of a meeting of stockholders may adjourn such meeting from time to time, whether or not there is a quorum of stockholders at such meeting. In the absence of a quorum at any stockholders’ meeting, the stockholders present in person or by proxy and entitled to vote may, by majority vote, adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. The lack of the required quorum at any meeting of stockholders for action upon any particular matter, shall not prevent action at such meeting upon other matters which may properly come before the meeting, if the quorum required for taking action upon such other matters shall be present.

SECTION 1.7. Chairman; Secretary. The Non-Executive Chairman of the Board shall call meetings of the stockholders to order and shall act as Chairman. If there is no Non-Executive Chairman of the Board, or in the event of his absence or disability, the president of the Corporation (the “President”), or in the event of his absence or disability, one of the Executive Vice Presidents (in order of first designation as an Executive Vice President) present, or in absence of all Executive Vice Presidents, one of the Senior Vice Presidents (in order of first designation as a Senior Vice President) present, or in the absence also of all Senior Vice Presidents, one of the Vice Presidents (in order of first designation as a Vice President) present, shall call meetings of the stockholders to order and shall act as Chairman thereof. The Secretary of the Corporation, or any person appointed by the Chairman of the meeting, shall act as Secretary of the meeting of stockholders.

SECTION 1.8. Inspectors of Election; Opening and Closing the Polls. The Board of Directors in advance of any meeting of stockholders shall appoint two or more inspectors of election to act at such meeting or any adjournment thereof. In the event of the failure of the Board of Directors to make such appointments, or if any inspector shall for any reason fail to attend or to act at any meeting, or shall for any reason cease to be an inspector before completion of his duties, the appointments shall be made by the Chairman of the meeting.

The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

SECTION 1.9. Voting. At each meeting of the stockholders each stockholder entitled to vote thereat shall, except as otherwise provided in the Certificate of Incorporation, be entitled to one vote in person or by proxy for each share of the stock of the Corporation registered in his name on the books of the Corporation on the date fixed pursuant to Section 6.4 of these Bylaws as the record date fixed for such meeting.

At each meeting of the stockholders at which a quorum is present, all matters (except as otherwise provided in Section 2.4 or Section 7.7 of these Bylaws, in the Certificate of Incorporation, or by statute) shall be decided by the affirmative vote of the majority of the shares present in person or represented by proxy at such meeting and entitled to vote on the subject matter.

The Board of Directors, in its discretion, or the officer of the Corporation presiding at the meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be by written ballot.

SECTION 1.10. Meeting Required. Any action by stockholders of the Corporation shall be taken at a meeting of stockholders and no corporate action may be taken by written consent of stockholders entitled to vote upon such action.

SECTION 1.11. Notification of Proposals. The proposal of business, other than nominations, which are governed by Section 2.5 of these Bylaws, to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.11.

For business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the first paragraph of this Section 1.11, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting, provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the seventh day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to the business that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner; if any, on whose behalf the proposal is made and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) (A) the class and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class of shares of the Corporation or with a value derived in whole or in part from the value of any class of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (D) any short interest in a security of the Corporation (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder.

Only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.11. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to determine whether any business proposed to be brought before the meeting was proposed in accordance with the procedures set forth in this Section 1.11 and, if any proposed business is not in compliance with this Section 1.11, to declare that such defective proposal shall be disregarded.

For purposes of this Section 1.11, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Notwithstanding the foregoing provisions of this Section 1.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.11. Nothing in this Section 1.11 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

ARTICLE II BOARD OF DIRECTORS

SECTION 2.1. General Powers, Number, Qualifications and Term of Office. The business and property of the Corporation shall be managed and controlled by the Board of Directors. The Board of Directors shall consist of a number of directors to be determined from time to time only by resolution adopted by the Board of Directors.

At each annual meeting of the stockholders of the Corporation, directors elected to succeed those directors whose terms then expire shall hold office for a term expiring at the next succeeding annual meeting of stockholders after their election. Each director of the Corporation shall hold office as provided above and until his or her successor shall have been elected and qualified.

SECTION 2.2. Age Limitation. No person shall serve as a director of the Corporation following the annual meeting of stockholders after attaining age 72; provided, that on an exceptional basis, the Board of Directors may extend a director’s term for a limited period.

SECTION 2.3. Election of Directors; Vacancies; New Directorships. Subject to Section 2.1 of this Article, directors shall be elected annually in the manner provided in these Bylaws. At each annual or special meeting of the stockholders for the election of directors, at which a quorum is present, each director shall be elected by the vote of the majority of the votes cast, provided that if as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section 2.3, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. The Nominating and Governance Committee has established procedures under which any director who is not elected shall offer to tender his or her resignation to the Non-Executive Chairman of the Board and the Nominating and Governance Committee. Any vacancies on the Board of Directors caused by death, removal, resignation or any other cause and any newly created directorships resulting from any increase in the authorized number of directors, may be filled only by a majority of the directors then in office, even though less than a quorum, at any regular or special meeting of the Board of Directors, and any director so elected shall hold office for the remainder of the term that was being served by the director whose absence creates the vacancy, or, in the case of a vacancy created by an increase in the number of directors, a term expiring at the next annual meeting of stockholders, and in each case until such director’s successor shall have been duly elected and qualified.

SECTION 2.4. Removal of Directors. Any director may be removed without cause, at any time, by the affirmative vote of the holders of at least a majority of the combined voting power of the then-outstanding shares of all classes and series of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, at a special meeting of stockholders duly called and held for the purpose or at an annual meeting of stockholders. Notwithstanding anything to the contrary in this Article II, until the third anniversary of the Effective Time (as used herein, such term shall have the meaning given in the [Business Combination Agreement, dated as of January [ ], 2015]), the affirmative vote of at least three-fourths of the whole Board of Directors shall be required for (i) the removal of Mr. John A. Luke, Jr., any determination not to, or failure to, appoint or re-elect Mr. John A. Luke, Jr., as Non-Executive Chairman of the Board or any determination not to, or failure to, nominate Mr. John A. Luke, Jr. as a director, and (ii) any determination not to, or failure to, nominate Mr. Steven C. Voorhees as a director.

SECTION 2.5. Notification of Nomination. Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Any stockholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such stockholder’s intent to make such nomination is given, either by personal delivery or by the United States mail, postage prepaid, to the Secretary at the principal executive offices of the Corporation, not later than (I) with respect to an election to be held at an annual meeting of stockholders, the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting, provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the seventh day following the day on which public announcement of the date of such meeting is first made by the Corporation, and (II) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the seventh day following the date on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated, (b) (i) the class and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (ii) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class of shares of the Corporation or with a value derived in whole or in part from the value of any class of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class of

capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (iii) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (iv) any short interest in a security of the Corporation (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (v) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (vi) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (vii) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (c) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (d) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (e) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated by the Board of Directors, and (f) the consent of each nominee to serve as a director of the Corporation if so elected. The Chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures. The Corporation may require any proposed nominee to furnish such other information as may be reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

SECTION 2.6. Place of Meetings. The Board of Directors may hold its meetings at such place or places, within or without the State of Delaware, as it may from time to time determine. In the absence of any such determination, such meetings shall be held at the principal business office of the Corporation. Any meeting may be held upon direction to the Secretary by the Non-Executive Chairman of the Board, or, in his absence, by the President at any place, provided that notice of the place of such meeting, whether regular or special, shall be given in the manner provided in Section 2.9 of this Article unless such notice is not required by reason of Section 2.7 of these Bylaws.

SECTION 2.7. Regular Meetings. Regular meetings of the Board of Directors shall be held in each year on such dates as a resolution of the Board of Directors may designate at the beginning of each year. Any regular meeting of the Board may be dispensed with upon order of the Board of Directors, or by the Non-Executive Chairman of the Board, or, in his absence, the President if notice thereof is given to each director at least one day prior to the date scheduled for the meeting. If any day fixed for a regular meeting shall be a legal holiday, then such meeting shall be held on the next succeeding business day not a legal holiday. No notice shall be required for any regular meeting of the Board, except that notice of the place of such meeting shall be given (as provided in Section 2.9) if such meeting is to be held at a place other than the principal business office of the Corporation or if the meeting is held on a date other than that established at the beginning of each year by a resolution of the Board of Directors.

SECTION 2.8. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the direction of the Non-Executive Chairman of the Board, the Chief Executive Officer, an Executive Vice President, or a majority of the Board of Directors then in office.

SECTION 2.9. Notice of Special Meetings. Notice of the place, day and hour of every special meeting of the Board of Directors and, if required by Section 2.7 of these Bylaws, of a regular meeting of the Board of Directors shall be given by the Secretary or an Assistant Secretary to each director at least twelve hours before the meeting, by telephone, telegraph or cable, telecopier or e-mail, or by delivery to him personally or to his residence or usual place of business, or by mailing such notice at least three days before the meeting, postage prepaid, to him at his last known post office address according to the records of the Corporation. Except as provided by statute, or by Section 4.3 or Section 7.7 of these Bylaws, such notice need not state the business to be transacted at any special meeting. No notice of any adjourned meeting of the Board of Directors need be given. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 7.6 of these Bylaws.

SECTION 2.10. Quorum and Manner of Acting. A whole number of directors equal to at least a majority of the total number of directors as determined by resolution in accordance with Section 2.1, regardless of any vacancies, shall constitute a quorum for the transaction of business at any meeting except to fill vacancies in accordance with Section 2.1 and Section 2.3 of this Article, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise provided by statute or these Bylaws. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum be had. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally scheduled. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 2.11. Chairman; Secretary. At each meeting of the Board of Directors, the Non-Executive Chairman of the Board shall act as Chairman. If there is no Non-Executive Chairman of the Board, or in the event of his absence or disability, the Lead Independent Director or in his absence or disability, the President or in his absence or disability, one of the Executive Vice Presidents who is also a director, or in their absence, a director chosen by a majority of the directors present, shall act as Chairman. The Secretary, or in his absence or disability, an Assistant Secretary, or any person appointed by the Chairman of the meeting, shall act as Secretary of the meeting.

SECTION 2.12. Compensation. Each director except a director who is an active employee of the Corporation in receipt of a salary shall be paid such sums as director’s fees as shall be fixed by the Board of Directors. Each director may be reimbursed for all expenses incurred in attending meetings of the Board of Directors and in transacting any business on behalf of the Corporation as a director. Nothing in this Section 2.12 shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 2.13. Indemnification and Insurance.

(A) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which these Bylaws are in effect (whether or not such person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought), a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (C) of this Bylaw, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Bylaw shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the “undertaking”) by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses under this Bylaw or otherwise. The rights conferred upon indemnitees in this Bylaw shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

(B) To obtain indemnification under this Bylaw, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (B), a determination, if required by applicable law, with respect to the claimant’s

entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a “Change of Control” as defined in the Corporation’s current equity compensation plan, in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination.

(C) If a claim under paragraph (A) of this Bylaw is not paid in full by the Corporation within sixty (60) days after a written claim pursuant to paragraph (B) of this Bylaw has been received by the Corporation (except in the case of a claim for advancement of expenses, for which the applicable period is twenty (20) days), the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(D) If a determination shall have been made pursuant to paragraph (B) of this Bylaw that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (C) of this Bylaw.

(E) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (C) of this Bylaw that the procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Bylaw.

(F) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Bylaw shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. Any amendment, modification, alteration or repeal of this Bylaw that in any way diminishes or adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission that took place prior to such amendment or repeal.

(G) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Corporation maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (H) of this Bylaw, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.

(H) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Bylaw with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

(I) If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be

invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(J) For purposes of this Bylaw:

(1) “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(2) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Bylaw.

(K) Any notice, request or other communication required or permitted to be given to the Corporation under this Bylaw shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

SECTION 2.14. The Non-Executive Chairman of the Board. The Non-Executive Chairman of the Board shall be chosen from the Board of Directors. The Non-Executive Chairman of the Board shall preside at all meetings of the stockholders in accordance with Section 1.7 of these Bylaws and preside at all meetings of the Board of Directors. In addition, if the Non-Executive Chairman of the Board is an independent director, the Non-Executive Chairman of the Board shall preside at and schedule all executive sessions of the independent directors. The Non-Executive Chairman of the Board shall provide oversight, direction and leadership to the Board of Directors and facilitate communication among directors and the regular flow of information between management and directors. He shall serve as chairman of the Executive Committee and provide input to the Compensation Committee and Nominating and Governance Committee, as appropriate, with respect to the performance evaluation process of the Chief Executive Officer, annual board performance self-evaluation process and management and Board of Directors succession planning. In addition, he shall exercise such other powers and perform such other duties as may be assigned to him by the Board of Directors. Notwithstanding anything to the contrary in these Bylaws but subject to Section 2.4 of these Bylaws, until the third anniversary of the Effective Time, the Non- Executive Chairman of the Board shall be Mr. John A. Luke, Jr., unless Mr. John A. Luke, Jr. is not willing or able to serve as Non- Executive Chairman of the Board.

SECTION 2.15. Lead Independent Director. If the Board of Directors has not made a determination that the Non-Executive Chairman of the Board is an independent director of the Corporation under applicable stock exchange rules and any applicable law, the Board of Directors shall appoint from among the directors with respect to whom the Board of Directors has made such an independence determination, a Lead Independent Director; provided that at any time from and after the Effective Time until the third anniversary thereof during which the Board of Directors has not made such a determination with respect to the Non-Executive Chairman of the Board, the chairpersons of the Nominating and Governance Committee, Compensation Committee, Audit Committee and Finance Committee shall each be appointed, in succession, to serve as Lead Independent Director at every fourth meeting of the Board of Directors, from and after the conclusion of such meeting until the conclusion of the subsequent meeting of the Board of Directors.

The Lead Independent Director shall preside at all meetings of the Board of Directors at which the Non-Executive Chairman of the Board is not present, including executive sessions of the independent directors, have the authority to call meetings of the independent directors, serve as liaison between the Non-Executive Chairman of the Board and the independent directors, and, if requested by a major shareholder, ensure that he or she is available for consultation and direct communication.

ARTICLE 3

COMMITTEES

SECTION 3.1. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Such resolution shall specify a designation by which a committee shall be known, shall fix its powers and authority, and may fix the term of office of its members. Any such committee, to the extent provided in the resolution of the Board of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; except as otherwise provided by statute. The Board of Directors shall establish the following Committees: the Nominating and Governance Committee; the Compensation Committee; the Audit Committee; the Finance Committee; and the Executive Committee. Notwithstanding anything to the contrary in this Article III, at the Effective Time, the chairpersons of the Nominating and Governance Committee, Compensation Committee, Audit Committee and Finance Committee shall, in the aggregate, be composed of an equal number of (i) directors who served, immediately prior to the Effective Time, as directors of MeadWestvaco Corporation and (ii) directors who served, immediately prior to the Effective Time, as directors of Rock-Tenn Company.

SECTION 3.2. Removal; Vacancies. The members of committees of directors shall serve at the pleasure of the Board of Directors. Subject to Section 3.1, any member of a committee of directors may be removed at any time and any vacancy in any such committee may be filled by majority vote of the whole Board of Directors.

SECTION 3.3. Compensation. The Board of Directors may by resolution determine from time to time the compensation, if any, including reimbursement for expenses, of members of any committee of directors for services rendered to the Corporation as a member of any such committee.

ARTICLE 4

OFFICERS

SECTION 4.1. Number. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer. Officers of the Corporation may also include a Controller, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers. One or more persons may hold any two of such offices. The Chief Executive Officer of the Corporation will also serve as the President of the Corporation. Notwithstanding anything to the contrary in these Bylaws but subject to Section 4.3, effective as of the Effective Time and until the third anniversary of thereof, the Chief Executive Officer and President shall be Mr. Steven C. Voorhees (unless Mr. Steven C. Voorhees is not the Chief Executive Officer of Rock-Tenn Company immediately prior to the Effective Time or is not willing or able to serve as Chief Executive Officer and President). Subject to the direction of the Board of Directors, the Chief Executive Officer shall have general supervision of the business and affairs of the Corporation and over its officers, employees and agents with such powers and duties incident to being Chief Executive Officer of a corporation, and as are provided for him in these Bylaws. In addition, the Chief Executive Officer shall exercise such other powers and perform such other duties as may be assigned to him by the Board of Directors. The Board of Directors may add additional titles to any office to indicate seniority or additional responsibility.

SECTION 4.2. Election; Term of Office and Qualifications. The officers shall be chosen annually by the Board of Directors at its first regular meeting following the annual meeting of stockholders and each shall hold office until the corresponding meeting in the next year and until his successor shall have been elected and shall qualify, or until his earlier death or resignation or until he shall have been removed in the manner provided in Section 4.3. Any vacancy in any office shall be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

SECTION 4.3. Removal. Subject to the next sentence, any officer may be removed from office, either with or without cause, by the majority of the whole Board of Directors at a special meeting called for that purpose, or at a regular meeting. Notwithstanding anything to the contrary in this Article IV, until the third anniversary of the Effective Time, the affirmative vote of at least three- fourths of the whole Board of Directors shall be required for the removal or termination of Mr. Steven C. Voorhees, any determination not to, or failure to, appoint Mr. Steven C. Voorhees, as Chief Executive Officer and President.

SECTION 4.4. Salaries. The Board of Directors shall have authority to determine any and all salaries of employees of the Corporation. The Board may by resolution authorize a committee of directors (none of whom shall be an officer or employee of the Corporation) to fix any such salaries. Salaries not determined by the Board of Directors, or by a committee of directors, may be fixed by the Chief Executive Officer.

SECTION 4.5. The President. The President shall have all powers and perform all duties incident to the office of the President as are provided for him in these Bylaws and shall exercise such other powers and perform such other duties (in addition to his duties as Chief Executive Officer) as may be assigned to him by the Board of Directors.

SECTION 4.6. The Vice Presidents. The Vice Presidents shall have such powers and perform such duties as are provided for them in these Bylaws and as may be assigned to them, or any of them, by the Board of Directors or the President. The Executive Vice Presidents (in order of first designation as an Executive Vice President), in the event of the death or disability of the President, shall perform all the duties of the President and when so acting shall have the powers of the President. In the event of the death or disability of the President and all Executive Vice Presidents, the available Senior Vice President (in order of first designation as a Senior Vice President), or in the event of the death or disability also of all Senior Vice Presidents, the Vice President who is available and was first elected a Vice President prior to all other available Vice Presidents shall perform all the duties of the President and when so acting shall have the powers of the President. A Vice President performing the duties and exercising the powers of the President shall perform the duties and exercise the powers of the Chief Executive Officer.

SECTION 4.7. The Assistant Vice Presidents. The Assistant Vice Presidents shall have such powers and perform such duties as may be assigned to them, or any of them, by the Board of Directors or the Chief Executive Officer.

SECTION 4.8. The Secretary. The Secretary shall keep, or cause to be kept in books provided for the purpose, the minutes of the meeting of stockholders and of the Board of Directors and any minutes of Committees of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by statute; shall be custodian of the records and of the corporate seal or seals of the Corporation; and shall cause the corporate seal to be affixed to any document the execution of which, on behalf of the Corporation, under its seal, is duly authorized and when so affixed, may attest the same. The Secretary shall have all powers and perform all duties incident to the office of a secretary of a corporation and as are provided for in these Bylaws and shall exercise such other powers and perform such other duties as may be assigned by the Board of Directors, or, as to matters not related to the Board of Directors, the Chief Executive Officer or, as to matters related to the Board of Directors, the Non-Executive Chairman of the Board.

SECTION 4.9. The Assistant Secretaries. In the absence or disability of the Secretary, the Assistant Secretary designated by the Secretary shall perform all the duties of the Secretary and, when so acting, shall have all the powers of and be subject to all the

restrictions upon the Secretary. The Assistant Secretaries shall exercise such powers and perform such duties as are provided for them in these Bylaws and as may be assigned to them, or any of them, by the Board of Directors, the Chief Executive Officer or the Secretary.

SECTION 4.10. The Treasurer. The Treasurer shall have general charge of and general responsibility for all funds, securities, and receipts of the Corporation and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall from time to time be designated in accordance with Section 5.2 of these Bylaws. He shall have all powers and perform all duties incident to the office of a treasurer of a corporation and as are provided for him in these Bylaws and shall exercise such other powers and perform such other duties as may be assigned to him by the Board of Directors or the Chief Executive Officer.

SECTION 4.11. The Assistant Treasurers. In the absence or disability of the Treasurer, the Assistant Treasurer designated by the Treasurer shall perform all the duties of the Treasurer and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. The Assistant Treasurers shall exercise such powers and perform such duties as are provided for them in these Bylaws and as may be assigned to them, or any of them, by the Board of Directors, the Chief Executive Officer or the Treasurer.

SECTION 4.12. The Controller. The Controller shall have general charge and supervision of financial reports; he shall maintain adequate records of all assets, liabilities and transactions of the Corporation; he shall keep the books and accounts and cause adequate audits thereof to be made regularly; he shall exercise a general check upon the disbursements of funds of the Corporation; and in general shall perform all duties incident to the office of a controller of a corporation, and shall exercise such other powers and perform such other duties as may be assigned to him by the Board of Directors or the Chief Executive Officer.

SECTION 4.13. The Assistant Controllers. In the absence or disability of the Controller, the Assistant Controller designated by the Controller shall perform all the duties of the Controller and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Controller. The Assistant Controllers shall exercise such other powers and perform such other duties as from time to time may be assigned to them, or any of them, by the Board of Directors, the Chief Executive Officer or the Controller.

ARTICLE 5

AUTHORITY TO ACT AND SIGN FOR THE CORPORATION

SECTION 5.1. Contracts, Agreements, Checks and Other Instruments. Except as may be otherwise provided by statute or by the Board of Directors, the President, any Vice President, the Secretary, the Treasurer, and each of them, may make, sign, endorse, verify, acknowledge and deliver, in the name and on behalf of the Corporation, all deeds, leases and other conveyances, contracts, agreements, checks, notes, drafts and other commercial paper, bonds, assignments, bills of sale, releases, reports and all other instruments and documents deemed necessary or advisable by the officer or officers executing the same for carrying on the business and affairs of the Corporation, subject, however, to Section 5.4 relating to stock certificates of the Corporation, to Section 5.5 relating to execution of proxies and to Section 5.6 relating to securities held by the Corporation.

SECTION 5.2. Bank Accounts; Deposits; Checks, Drafts and Orders Issued in the Corporation’s Name. Except as otherwise provided by the Board of Directors, any two of the following officers: the President, any Vice President, and the Treasurer may from time to time, (1) open and keep in the name and on behalf of the Corporation, with such banks, trust companies or other depositories as they may designate, general and special bank accounts for the funds of the Corporation, (2) terminate any such bank accounts and (3) select and contract to rent and maintain safe deposit boxes with depositories as they may designate and terminate such contracts and authorize access to any safe deposit box by any two employees designated for such purposes, at least one of whom shall be an officer, and revoke such authority. Any such action by two of the officers as specified above shall be made by an instrument in writing signed by such two officers.

All funds and securities of the Corporation shall be deposited in such banks, trust companies and other depositories as are designated by the Board of Directors or by the aforesaid officers in the manner hereinabove provided, and for the purpose of such deposits, the President, any Vice President, the Secretary, the Treasurer or an Assistant Treasurer, and each of them, or any other person or persons authorized by the Board of Directors, may endorse, assign and deliver checks, notes, drafts, and other orders for the payment of money which are payable to the Corporation. Except as otherwise provided by the Board of Directors, all checks, drafts or orders for the payment of money, drawn in the name of the Corporation, may be signed by the President, any Executive or Senior Vice President, the Secretary or the Treasurer or by any other officers or any employees of the Corporation who shall from time to time be designated to sign checks, drafts, or orders on all accounts or on any specific account of the Corporation by an “instrument of designation” signed by any two of the following officers: the President, any Executive or Senior Vice President, and the Treasurer.

SECTION 5.3. Delegation of Authority. The Board of Directors, the President, any Vice President, the Treasurer or the Secretary may appoint such managers and attorneys and agents of the Corporation (who also may be employees of the Corporation) as may be deemed desirable who shall serve for such periods, have such powers, bear such titles and perform such duties as the Board of Directors, the President, any Vice President, the Treasurer or the Secretary may from time to time prescribe.

SECTION 5.4. Stock Certificates. All certificates of stock issued by the Corporation shall be executed in accordance with Section 6.1 of these Bylaws.

SECTION 5.5. Voting of Stock in Other Corporations. Stock in other corporations, which may from time to time be held by the Corporation, may be represented and voted at any meeting of stockholders of such other corporation by proxy executed in the name of the Corporation by the President, any Executive Vice President or the Treasurer, with the corporate seal affixed and attested by the Secretary.

SECTION 5.6. Sale and Transfer of Securities. The President or any Executive or Senior Vice President, the Treasurer or the Secretary are authorized to sell, transfer, endorse and assign any and all shares of stock, bonds and other securities owned by or standing in the name of the Corporation. The executing officers or officer may execute and deliver in the name and on behalf of the Corporation any instrument deemed necessary or advisable by the executing officers or officer to accomplish such transactions.

ARTICLE 6

STOCK

SECTION 6.1. Certificates of Stock. Each holder of stock shall be entitled to have a certificate or certificates, certifying the number and kind of shares owned by him in the Corporation signed by the President or an Executive Vice President and the Secretary and sealed with the seal of the Corporation. Where such certificate is signed by a transfer agent and by a registrar, the signatures of Corporation officers and the corporate seal may be facsimile, engraved or printed. In case any officer who shall have signed, or whose facsimile signature shall have been used on any such certificate, shall cease to be such officer of the Corporation, whether caused by death, resignation or otherwise, before such certificate shall have been delivered by the Corporation, such certificate shall nevertheless be deemed to have been adopted by the Corporation and may be issued and delivered as though the person who signed the same, or whose facsimile signature shall have been used thereon, had not ceased to be such officer of the Corporation. The certificates for shares of the capital stock of the Corporation shall be in such forms as shall be approved by the Board of Directors.

SECTION 6.2. Transfer of Stock. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof, in person or by duly authorized attorney, upon the surrender of the certificate, properly endorsed, representing the shares to be transferred.

SECTION 6.3. Transfer Agents and Registrars. The Corporation may have a transfer agent and a registrar of its stock for different locations appointed by the Board of Directors from time to time. The Board of Directors may direct that the functions of transfer agent and registrar be combined and appoint a single agency to perform both functions at one or more locations. Duties of the transfer agent, registrar and combined agency may be defined from time to time by the Board of Directors. No certificate of stock shall be valid until countersigned by a transfer agent and until registered by a registrar even if both functions are performed by a single agency.

SECTION 6.4. Record Dates. The Board of Directors shall have power to fix in advance a record date to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action and such record date shall not be more than sixty nor less than ten days before the date of any meeting, nor more than sixty days prior to any other action.

SECTION 6.5. Electronic Securities Recordation. Notwithstanding the provisions of Section 6.1 of this Article VI, the Corporation may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

ARTICLE VII SUNDRY

PROVISIONS

SECTION 7.1. Offices. The Corporation’s registered office shall be in the City of Wilmington, County of New Castle. The Corporation may also have other offices at such other places as the business of the Corporation may require.

SECTION 7.2. Seal. The corporate seal of the Corporation shall have inscribed thereon the following words and figures: [ ] Incorporated Delaware. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. A duplicate seal or duplicate seals may be provided and kept for the necessary purposes of the Corporation.

SECTION 7.3. Books and Records. The Board of Directors may determine from time to time whether, and, if allowed, when and under what conditions and regulations, the books and records of the Corporation, or any of them, shall be open to the inspection of stockholders, and the rights of stockholders in this respect are and shall be limited accordingly (except as otherwise provided by statute). Under no circumstances shall any stockholder have the right to inspect any book or record or receive any statement for an improper or illegal purpose. Subject to the provisions of statutes relating thereto, the books and records of the Corporation may be kept outside the State of Delaware at such places as may be from time to time designated by the Board of Directors.

SECTION 7.4. Fiscal Year. Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be twelve calendar months beginning on the first day of October in each year.

SECTION 7.5. Independent Public Accountants. The Audit Committee of the Board of Directors shall appoint annually an independent public accountant or firm of independent public accountants to audit the books of the Corporation for each fiscal year; this appointment shall be subject to shareholder ratification at the annual meeting next succeeding the appointment.

SECTION 7.6. Waiver of Notice. Any shareholder or director may waive any notice required to be given by law or by the provisions of the Certificate of Incorporation or by these Bylaws; provided that such waiver shall be in writing and signed by such shareholder or director or by the duly authorized attorney of the shareholder, either before or after the meeting, notice of which is being waived.

SECTION 7.7. Amendments. Notwithstanding anything to the contrary in these Bylaws, the last sentence of Section 2.4, Section 2.14, Section 2.15, the fourth and fifth sentences of Section 4.1, the last sentence of Section 4.3 and this Section 7.7 may be modified, amended or repealed, and any Bylaw provision inconsistent with such provisions, may be adopted, by the Board of Directors, only by the affirmative vote of at least three-fourths of the whole Board of Directors. Subject to the preceding sentence, the Board of Directors shall have power to make, alter and amend any Bylaws of the Corporation by a vote of a majority of the whole Board at any regular meeting of the Board of Directors, or any special meeting of the Board of Directors if notice of the proposed Bylaw, alteration or amendment be contained in the notice of such special meeting; provided, however, that no Bylaw shall be deemed made, altered or amended, by the Board of Directors unless the resolution authorizing the same shall specifically state that a Bylaw is thereby being made, altered or amended. Except as otherwise provided in these Bylaws or the Certificate of Incorporation, the stockholders of the Corporation may make, alter, amend or repeal any Bylaws of the Corporation at any annual or special meeting at which a majority of the total votes entitled to be cast at such meeting is present in person or by proxy by the affirmative vote of the majority of the shares present in person or represented by proxy at such meeting, when notice of any such proposed addition, alteration, amendment or repeal shall have been given in the notice of such meeting; provided , that, notwithstanding anything to the contrary in these Bylaws, Section 1.3, Section 2.1, Section 2.2, the last sentence of Section 2.3, Section 2.4, Section 2.7, Section 2.8, Section 2.9, Section 2.12, Section 3.1, Section 3.2, Section 3.3 or this last sentence of this Section 7.7 may be modified, amended or repealed, and any Bylaw provision inconsistent with such provisions may be adopted, by the stockholders of the Corporation only by the affirmative vote of the holders of at least 75 percent of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

SECTION 7.8. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Certificate of Incorporation or these Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

Certificate

I certify that this is a true and correct copy of the Bylaws of [ ].



				(Assistant) Secretary
Date
				Corporate Seal

Exhibit 10.50

Summary of MeadWestvaco Corporation 2015 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 approves an annual incentive award for each executive that is payable in cash, subject to achievement of pre-established performance goals. 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) multiplied by performance factors based on achievement of goals. The Committee examines incentive targets annually to confirm that the target is reasonable when viewed against external competitive market data, peer group and general industry trends.

For 2015, 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. Given the pending business combination with the Rock-Tenn Company (“Transaction”), the Committee established 2015 performance goals based on a 6-month and 12-month performance period. Payouts under the 2015 Annual Incentive Plan would be pro-rated based on the closing date of the Transaction and the achievement of performance goals, as determined by the Committee. The 6-month performance period includes the goals of (i) EBIT and (ii) revenue. The 12-month performance period includes the goals of (i) enterprise 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 shareholder equity) subject to certain adjustments, (ii) revenue and (iii) operating margin. For each of these performance objectives, the Committee sets performance driven threshold, target and stretch payout levels reflecting a payout curve ranging from 50% of the target incentive to 200% of the target incentive. Annual incentives are 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 operating margin 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 10.51

Summary of MeadWestvaco Corporation 2015 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 2015, 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. Given the pending business combination with the Rock-Tenn Company (“Transaction”), the Committee established 2015 long-term performance goals based on a 6-month and 3-year performance period. Payouts under the 2015 Long-Term Incentive Plan would be pro-rated based on the closing date of the Transaction and the achievement of performance goals, as determined by the Committee.

The 6-month performance period includes the goal of earnings before interest and tax (“EBIT”). 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.

The 3-year performance period, the Committee established a performance threshold of a minimum level of EBIT to serve as an umbrella metric for the PSUs, which must be achieved during either 2015 or 2016. If the threshold level of EBIT is achieved, the Committee may vest PSUs for all executive officers based on the attainment of an additional key financial metric also set by the Committee, enterprise economic profit during the three year performance period that begins January 1, 2015 and ends on December 31, 2017 (“Performance Period”). 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 shareholder equity) subject to certain adjustments. For the EP performance objective, the Committee sets performance driven threshold, target and stretch payout levels reflecting a 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 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

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.

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.

Date of Award: February 23, 2015 (the “Date of Award”) or any subsequent date on which an Award is made in 2015.

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.

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.

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

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.

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 betweem 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, 2015 through December 31, 2017 (the “Performance Period”) subject to Section 16, Change of Control. 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: Subject to Section 16, if, prior to the Vesting Date, (i) the grantee terminates employment on account of death or disability (as defined below) or upon reaching retirement age (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 age” shall mean on or after age 55 (with 20 years of service) or 65 or subject to the forfeiture provisions of Section 9 above; 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: If, prior to the Vesting Date, there is a Change of Control as defined in the Plan, as a result of the Business Combination Agreement between the Company and Rock-Tenn Company dated January 25, 2015, the grantee shall earn a pro-rata portion of the PSUs approved by the Committee (and the remaining PSUs shall be cancelled). The pro-rata portion shall be determined as the number of PSUs calculated based on attainment of the Performance Goals established for a Change of Control (“COC Goals”) set forth on the attached Exhibit A , multiplied by a fraction, the numerator of which is the number of completed full months from January 1, 2015 to the effective date of the Change of Control and the denominator of which is 36. The PSUs shall vest, based on attainment of the COC Goals during the Performance Period as determined by the Committee, and provided the grantee continues to be employed by the Company through February 23, 2018 (the “Vesting Date”). If the grantee voluntarily terminates employment prior to the Vesting Date, the PSUs shall be cancelled and all rights of the grantee to the PSU Award shall terminate. If the grantee’s employment terminates for any other reason (including death, disability or retirement but excluding gross misconduct, as these terms are defined above), the pro-rata portion of the PSU Award approved by the Committee shall vest and be paid as described in Section 17 below.

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) authorizing the Company to deduct from the grantee’s brokerage account the cash amount necessary to satisfy any tax withholding, (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

Performance Goals – Three Year Performance Period

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, 2015 or during the fiscal year ending December 31, 2016.

•

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, 2015 and ends on December 31, 2017.

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.

Performance Goals – Six Month Performance Period

One performance goal has been established by the Committee for the PSU Award.

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

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.

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 shareholder 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, 2014 to the EP for the fiscal year ending December 31, 2017

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.

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

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)

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

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 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.

4.	Date of Award: February 23, 2015 (the “Date of Award”) or any subsequent date on which an Award is made in 2015.

5.	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.

6.	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.

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

9.	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 9 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 upon reaching retirement age, the Option Award shall be treated as follows:

For a termination of employment on or after 65 or age 62 (with 20 years of service), 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.

ii.

For a termination of employment on or after age 55 (with 20 years of service), the unvested portion of the Option Award shall continue to vest after termination and the right to exercise the vested portion of the Option Award shall expire upon the earlier of five (5) years from the date of termination or ten (10) years after the Date of the Award.

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: If, prior to the Vesting Date, there is a Change of Control as defined in the Plan, as a result of the Business Combination Agreement between the Company and Rock-Tenn Company dated January 25, 2015, the grantee shall earn a pro-rata portion of the Option Award approved by the Committee (and the remaining Option Award shall be cancelled). The pro-rata portion shall be determined as the number of the Option Award multiplied by a fraction, the numerator of which is the number of completed full months from January 1, 2015 to the effective date of the Change of Control and the denominator of which is 36. The pro-rata Option Award shall vest as provided in Section 7, subject to the following. If the grantee voluntarily 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. If the grantee’s employment terminates for any other reason (including death, disability or retirement but excluding gross misconduct, as these terms are defined above), the Option Award shall fully vest.

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) authorizing the Company to deduct from the grantee’s brokerage account the necessary cash to satisfy the tax withholding, (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

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:

(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 31.1

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 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, 2015 (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.

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.

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