Exhibit 99.3
A Global Packaging Company
John A. Luke, Jr.
Chairman and CEO
James A. Buzzard
President
E. Mark Rajkowski
Senior Vice President and CFO
January 18, 2005
Forward-Looking Statement
Certain statements in this document and elsewhere by management of the company that are neither reported financial results nor other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes, without limitation, the business outlook, assessment of market conditions, anticipated financial and operating results, strategies, future plans, contingencies and contemplated transactions of the company. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of company operations, or the performance or achievements of each company, or industry results, to differ materially from those expressed or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward-looking statements include, but are not limited to, events or circumstances which affect the ability of MeadWestvaco to realize improvements in operating earnings and cash flow expected from the company’s productivity initiative; competitive pricing for the company’s products; changes in raw materials pricing; energy and other costs; fluctuations in demand and changes in production capacities; changes to economic growth in the United States and international economies; government policies and regulations, including, but not limited to those affecting the environment and the tobacco industry; adverse results in current or future litigation, currency movements and other risk factors discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2003 and in other filings made from time to time with the SEC. MeadWestvaco undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Investors are advised, however, to consult any further disclosures made on related subjects in the company’s reports filed with the SEC.
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Strategic Rationale
A focused global packaging company
Stronger, more consistent financial returns Frees up company to pursue profitable growth opportunities in global packaging markets Stronger balance sheet and greater financial flexibility
More competitive Papers business
Productivity improvements; market-share gains
Enables MWV to monetize improved business
Creates financially sound, competitive stand-alone Papers company
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Focused, more profitable company Increased earnings stability Enhanced returns through innovation, customer focus, productivity 4
Transforming The Portfolio
Papers
28%
Specialty Chemicals
5%
Consumer & Office Products
13%
54%
Sales $8 Bn
Packaging
Consumer & Office Products
Specialty Chemicals
19%
7%
74%
Packaging
Sales $6 Bn +
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Capitalize on Our Strengths
Global leadership position in differentiated, value-added packaging
Attractive Consumer & Office Products, Specialty Chemicals and Specialty Papers businesses
Identifiable, higher margin growth opportunities
Emerging markets – Asia, Latin America, Eastern Europe
Rewards for innovative solution
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Paperboard
Packaging Value Chain Mix
2004
Packaging Systems
18%
Design & Services
4%
Converting
21%
57%
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Substantial cash to MWV
Financially sound Papers company
Transaction: Overview
Achieves several goals:
Increased return profile
Improved earnings, cash-flow stability Accelerated debt paydown Strengthened balance sheet
The right deal at the right time
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5 mills; 6,300 employees Coated paper = 2 mm tons/year Carbonless paper = 290,000 tons/year Forestlands = 900,000 acres
Transaction: Summary
Total value: $2.3 billion cash upon closing
Included in the sale:
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Majority will be recorded in 4Q04 $530 million for goodwill and other asset step-up
Transaction: Financial Details
Approximately $2.1 billion cash after-tax: $900 million—$1.1 billion: Debt pay down $500—$700 million: Share repurchase Remainder:
Strategic growth opportunities
Further debt reduction/returns to shareholders
Debt to capital ratio of 40% or better upon completion of capital restructuring After-tax accounting loss: $650—$675 million
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*Operating EPS excludes gains on forestland, restructuring charges, and accounting loss related to the Papers business. See GAAP reconciliation on slide 17.
Financial Impact: 4Q04
Overall MWV 4Q04 segment operating results improved over 4Q03 Demand remained firm in each of our key markets
Papers business 4Q04 results impacted by previously announcedfactors:
Seasonality
Scheduled maintenance Higher raw material costs Sold-out inventories
Expect 4Q04 operating EPS* of $0.18 to $0.23
Details on 4Q04 provided on January 31 conference call
10
Report Papers business as discontinued operations in 1Q05
Closing expected 2Q05
Financial Impact
Overhead costs reduced for new size and structure
Corporate overhead reductions will result in additional restructuring charges in 2005 and 2006
Cash charges not to exceed $25 million
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Target growth opportunities in emerging markets
Solid Global Packaging Business
Asia
9%
Europe
22%
Americas
14%
55%
Sales $4 Billion +
U.S.
Leverage strong positions in N.A. and Europe
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Asphalt
Sales In Complementary Businesses
Consumer & Office Products
Time Management & Office Products
24%
Envelope Products
30%
38%
School & Consumer Products
Other
8%
Sales $1 Billion +
Specialty Chemicals
Ink Resins
21%
Other Markets
40%
11%
28%
Automotive
Sales $352 Million
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Achieving Our Goals
Completion of ongoing productivity initiatives $500 million goal
On track for end of 2005 target
Align overhead structure with new business after closing
Transformation of organizational structure
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Large global growth opportunities
Strong capabilities & platform that can be leveraged Leadership in growing markets Rewards for innovative solutions Consistent returns
Summary:
A Winning Formula for Future Growth
15
Questions
17
4Q04: Range of Estimated Results Reconciliation to GAAP
For the quarter ended
December 31, 2004
Low End High End
Range Range
Expected net income per share before unusual items $.18 $.23
Add: Gains on forestland sales .09 .09
Less: Restructuring charges .12 .12
Less: Charges related to the Paper business disposition 2.70 2.82
Expected net loss per share (GAAP) $ (2.55) $ (2.62)
Presented above is the reconciliation of the low and high ends of the range for the Company’s non-GAAP expected fourth quarter net income per share before unusual items to GAAP net loss per share. The company has presented this non-GAAP measures as it believes that this presentation is more indicative of the fourth quarter operating results.
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A Global Packaging Company
January 18, 2005
