Meadwestvaco 10Q 2007 Q2 Quarterly report

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 June 30, 2007

¨	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 1-31215

MeadWestvaco Corporation

(Exact name of registrant as specified in its charter)


Delaware		31-1797999
(State of incorporation)		(I.R.S. Employer Identification No.)

11013 West Broad Street

Glen Allen, Virginia 23060

Telephone 804-327-5200

(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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨

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 July 31, 2007, the latest practicable date, there were 184,694,311 shares of MeadWestvaco common stock outstanding.

TABLE OF CONTENTS

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

INDEX TO FORM 10-Q


		Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited):

Consolidated Statements of Operations for the Quarter and First Half Ended June 30, 2007 and 2006		1

Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006		2

Consolidated Statements of Cash Flows for the First Half Ended June 30, 2007 and 2006		3

Notes to Consolidated Financial Statements		4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16

Item 3. Quantitative and Qualitative Disclosures About Market Risk		32

Item 4. Controls and Procedures		32

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		33

Item 1A. Risk Factors		33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		33

Item 6. Exhibits		33

SIGNATURES		34

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

PART I. FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Quarter Ended June 30,						First Half Ended June 30,
*In millions, except per share amounts*	2007			2006			2007			2006
Net sales	$	1,706		$	1,570		$	3,258		$	3,004

Cost of sales		1,398			1,318			2,707			2,535
Selling, general and administrative expenses		219			233			432			427
Interest expense		56			50			108			100
Other income, net		(15	)		(23	)		(20	)		(52	)

Income (loss) before income taxes		48			(8	)		31			(6	)
Income tax provision (benefit)		16			(1	)		15			(2	)

Net income (loss)	$	32		$	(7	)	$	16		$	(4	)


Income (loss) per share - basic and diluted:	$	0.17		$	(0.04	)	$	0.08		$	(0.02	)

Shares used to compute net income (loss) per share:
Basic		183.5			180.6			183.1			180.6
Diluted		184.7			180.6			184.1			180.6

Cash dividends per share	$	0.23		$	0.23		$	0.46		$	0.46

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 amount*	June 30, 2007		December 31, 2006
ASSETS
Cash and cash equivalents	$	250	$	156
Accounts receivable, net		912		1,011
Inventories		841		715
Other current assets		355		133

Current assets		2,358		2,015

Property, plant, equipment and forestlands, net		4,227		4,523

Prepaid pension asset		946		920
Goodwill		818		851
Other assets		964		976

	$	9,313	$	9,285


LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	582	$	552
Accrued expenses		657		702
Notes payable and current maturities of long-term debt		287		211

Current liabilities		1,526		1,465

Long-term debt		2,351		2,372
Other long-term obligations		767		738
Deferred income taxes		1,107		1,177

Commitments and contingencies

Shareholders’ equity:
Common stock, $0.01 par Shares authorized: 600,000,000 Shares issued and outstanding: 2007 – 184,280,790 (2006 – 182,107,136)		2		2
Additional paid-in capital		3,445		3,370
Retained earnings		49		168
Accumulated other comprehensive income (loss)		66		(7	)

		3,562		3,533

	$	9,313	$	9,285

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

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	First Half Ended June 30,
*In millions*	2007			2006
Cash flows from operating activities:
Net income (loss)	$	16		$	(4	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		264			245
Deferred income taxes		(20	)		18
Gain on sales of assets, net		(10	)		(19	)
Gain on sale of debt security		—			(21	)
Pension income		(26	)		(25	)
Impairment of long-lived assets		1			33
Appreciation of cash surrender value policies		(20	)		(11	)
Changes in working capital, excluding the effects of acquisitions and dispositions		(30	)		(25	)
Other, net		16			(5	)

Net cash provided by operating activities		191			186

Cash flows from investing activities:
Capital expenditures		(148	)		(114	)
Proceeds from sale of debt security		—			109
Proceeds from dispositions of assets		55			83
Other		(8	)		(3	)

Net cash provided by (used in) investing activities		(101	)		75

Cash flows from financing activities:
Repayment of long-term debt		(47	)		(1	)
Notes payable and other short-term borrowings, net		108			336
Stock repurchases		(86	)		(47	)
Proceeds from exercises of stock options		143			27
Changes in book overdrafts		(38	)		30
Dividends paid		(84	)		(83	)
Other		(1	)		—

Net cash provided by (used in) financing activities		(5	)		262

Effect of exchange rate changes on cash		9			12

Increase in cash and cash equivalents		94			535

Cash and cash equivalents:
At beginning of period		156			297

At end of period	$	250		$	832

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

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.Basis of Presentation

MeadWestvaco Corporation, a Delaware corporation, is a global packaging company that delivers high-value packaging solutions, dispensing and spraying systems, and other products to the world’s most recognized companies in the food and beverage, media and entertainment, personal care, cosmetic, home and garden, and healthcare industries. The company also has market-leading positions in its Consumer and Office Products and Specialty Chemicals businesses. The terms “MeadWestvaco” or the “company” refer to MeadWestvaco Corporation and its consolidated subsidiaries.

These interim consolidated financial statements have not been audited. However, in the opinion of management, all normal recurring adjustments necessary to present fairly the financial position and the results of operations for the interim periods presented have been made. These interim financial statements have been prepared on the basis of accounting principles and practices generally accepted in the United States of America (“GAAP”) applied consistently with those used in the preparation of the consolidated financial statements included in the company’s 2006 Annual Report on Form 10-K for the year ended December 31, 2006, except for the accounting change described below.

Certain information and footnote disclosures normally included in annual financial statements presented in accordance with GAAP have been condensed or omitted. The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the company’s 2006 Annual Report on Form 10-K for the year ended December 31, 2006.

Accounting Change

As of January 1, 2007, the company adopted FASB Interpretation No. 48 (FIN 48),Accounting for Uncertainty in Income Taxes– an interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. See Note 14 for additional discussion.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

2.Restructuring Charges

Quarter ended June 30, 2007

During the second quarter of 2007, MeadWestvaco recorded pre-tax restructuring charges of $8 million in connection with employee separation costs, asset write-downs and other restructuring actions. Of this amount, $1 million was recorded within cost of sales and $7 million was recorded within selling, general and administrative expenses. Approximately $4 million was related to employee separation costs and $4 million was related to asset write-downs and other restructuring actions. Although these charges were related to individual business segments, such amounts are reflected in Corporate and other for segment reporting purposes.

Consumer Solutions:

During the second quarter of 2007, the company’s Consumer Solutions segment had various restructuring actions in its manufacturing operations in the U.S. and Europe. These actions resulted in pre-tax charges of $5 million, of which $2 million was related to employee separation costs and $3 million was related to asset write-downs and other restructuring actions.

Consumer and Office Products:

During the second quarter of 2007, the company’s Consumer and Office Products segment had various restructuring actions resulting in pre-tax charges of $1 million in its manufacturing operations in the U.S related to asset write-downs and other restructuring actions.

All other:

During the second quarter of 2007, the company recorded additional pre-tax charges of $2 million related to employee separation costs.

The following table summarizes these charges by business segment for the second quarter of 2007:


*In millions*	Employee costs		Asset write-downs and other costs		Total
Consumer Solutions	$	2	$	3	$	5
Consumer and Office Products		—		1		1
All other		2		—		2

	$	4	$	4	$	8

First Half ended June 30, 2007

During the first half of 2007, MeadWestvaco recorded pre-tax restructuring charges of $24 million in connection with employee separation costs, asset write-downs and other restructuring actions. Of this amount, $8 million was recorded within cost of sales and $14 million was recorded within selling, general and administrative expenses. Additionally, $2 million was recorded within other income, net. Approximately $9 million was related to employee separation costs and $15 million was related to asset write-downs and other restructuring actions. Although these charges were related to individual business segments, such amounts are reflected in Corporate and other for segment reporting purposes.

Consumer Solutions:

During the first half of 2007, the company’s Consumer Solutions segment had various restructuring actions in its manufacturing operations in the U.S. and Europe. These actions resulted in pre-tax charges of $14 million, of which $6 million was related to employee separation costs and $8 million was related to asset write-downs and other restructuring actions.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Consumer and Office Products:

During the first half of 2007, the company’s Consumer and Office Products segment had various restructuring actions in its manufacturing operations in the U.S. and Brazil. These actions resulted in pre-tax charges of $3 million, of which $1 million was related to employee separation costs and $2 million was related to asset write-downs and other restructuring actions.

All other:

During the first half of 2007, the company recorded additional pre-tax charges of $7 million. Of this amount, $2 million was related to employee separation costs and $5 million was related to asset write-downs and other restructuring actions.

The following table summarizes these charges by business segment for the first half of 2007:


*In millions*	Employee costs		Asset write-downs and other costs		Total
Consumer Solutions	$	6	$	8	$	14
Consumer and Office Products		1		2		3
All other		2		5		7

	$	9	$	15	$	24

Quarter ended June 30, 2006

During the second quarter of 2006, MeadWestvaco recorded pre-tax restructuring charges of $59 million in connection with employee separation costs, asset write-downs and other restructuring actions. Of this amount, $26 million was recorded within cost of sales and $24 million was recorded within selling, general and administrative expenses. Additionally, $9 million was recorded within other income, net. Approximately $23 million was related to employee separation costs and $36 million was related to asset write-downs and other restructuring actions. Although these charges were related to individual business segments, such amounts are reflected in Corporate and other for segment reporting purposes.

Packaging Resources:

During the second quarter of 2006, the company’s Packaging Resources segment had various restructuring actions resulting in pre-tax charges of $27 million. Of this amount, $2 million was related to employee separation costs and $25 million was related to the impairment of two permanently abandoned bleached paperboard machines.

Consumer Solutions:

During the second quarter of 2006, the company’s Consumer Solutions segment recorded pre-tax charges of $5 million related to employee separation costs.

All other:

During the second quarter of 2006, the company recorded additional pre-tax charges of $27 million. Of this amount, $16 million was related to employee separation costs and $11 million was related to asset write-downs and other restructuring actions.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

The following table summarizes these charges by business segment for the second quarter of 2006:


*In millions*	Employee costs		Asset write-downs and other costs		Total
Packaging Resources	$	2	$	25	$	27
Consumer Solutions		5		—		5
All other		16		11		27

	$	23	$	36	$	59

First Half ended June 30, 2006

During the first half of 2006, MeadWestvaco recorded pre-tax restructuring charges of $63 million in connection with employee separation costs, asset write-downs and other restructuring actions. Of this amount, $27 million was recorded within cost of sales and $27 million was recorded within selling, general and administrative expenses. Additionally, $9 million was recorded within other income, net. Approximately $26 million was related to employee separation costs and $37 million was related to asset write-downs and other restructuring actions. Although these charges were related to individual business segments, such amounts are reflected in Corporate and other for segment reporting purposes.

Packaging Resources:

During the first half of 2006, the company’s Packaging Resources segment had various restructuring actions resulting in pre-tax charges of $27 million. Of this amount, $2 million was related to employee separation costs and $25 million was related to the impairment of two permanently abandoned bleached paperboard machines.

Consumer Solutions:

During the first half of 2006, the company’s Consumer Solutions segment recorded pre-tax restructuring charges of $6 million related to employee separation costs.

All other:

During the first half of 2006, the company recorded additional pre-tax charges of $30 million. Of this amount, $18 million was related to employee separation costs and $12 million was related to asset write-downs and other restructuring actions.

The following table summarizes these charges by business segment for the first half of 2006:


*In millions*	Employee costs		Asset write-downs and other costs		Total
Packaging Resources	$	2	$	25	$	27
Consumer Solutions		6		—		6
All other		18		12		30

	$	26	$	37	$	63

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Summary of restructuring reserves

The activity in the accrued restructuring reserve balances was as follows for the first half of 2007:


*In millions*	Employee costs			Other costs			Total
Balance of related accruals at December 31, 2006	$	35		$	15		$	50
Current charges		9			6			15
Payments		(27	)		(7	)		(34	)

Balance of related accruals at June 30, 2007	$	17		$	14		$	31

3.Inventories and Property, Plant and Equipment

Inventories consist of:


*In millions*	June 30, 2007		December 31, 2006
Raw materials	$	197	$	182
Production materials, stores and supplies		109		107
Finished and in process goods		535		426

	$	841	$	715

Property, plant and equipment is net of accumulated depreciation and amortization of $3.64 billion and $3.50 billion at June 30, 2007 and December 31, 2006, respectively.

On August 3, 2007, MeadWestvaco reached a definitive agreement with a third party under which it will sell approximately 228,000 acres of owned forestland and approximately 95,000 acres under long-term timber contracts for $400 million in the form of a long-term installment note. The company expects to complete the sale in 2007 and expects to monetize a significant portion of the installment note by the end of 2007. In addition, MeadWestvaco is continuing the auction process for approximately 63,000 acres of forestland located in West Virginia and anticipates entering a definitive agreement for the sale of these lands in 2007. These assets are classified as held for sale in accordance with SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets and are carried at cost in other current assets in the consolidated balance sheet in the amount of $244 million at June 30, 2007.

4.Intangible Assets

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


	June 30, 2007				December 31, 2006
*In millions*	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
Trademarks and trade names	$	207	$	57	$	208	$	53
Customer contracts and lists		280		53		278		46
Patents		60		32		59		28
Other – primarily licensing rights		28		17		30		15

	$	575	$	159	$	575	$	142

The company recorded amortization expense of $12 million and $9 million for the quarter ended June 30, 2007 and 2006, respectively, and $22 million and $16 million for the first half ended June 30, 2007 and 2006, respectively.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Based on the current carrying values of intangible assets subject to amortization, the estimated amortization expense for 2007 and each of the succeeding five years is as follows: 2007—$41 million; 2008—$37 million; 2009—$36 million; 2010—$35 million; 2011—$31 million and 2012—$27 million.

5.Employee Retirement and Postretirement Benefits

The components of net periodic benefits cost (income) for the company’s retirement and post retirement plans for each of the periods presented are as follows:


	Quarter ended June 30,
	Pension benefits						Postretirement benefits
*In millions*	2007			2006			2007			2006
Service cost—benefits earned during the period	$	13		$	15		$	1		$	1
Interest cost on projected benefit obligation		37			35			2			2
Expected return on plan assets		(67	)		(65	)		—			—
Amortization of prior service cost		2			2			(1	)		—
Amortization of net loss		2			1			—			—

Net periodic benefit cost (income)	$	(13	)	$	(12	)	$	2		$	3


	First Half ended June 30,
	Pension benefits						Postretirement benefits
*In millions*	2007			2006			2007			2006
Service cost—benefits earned during the period	$	26		$	29		$	2		$	2
Interest cost on projected benefit obligation		74			70			4			4
Expected return on plan assets		(132	)		(130	)		—			—
Amortization of prior service cost		3			4			(2	)		(1	)
Amortization of net loss		3			2			—			—

Net periodic benefit cost (income)	$	(26	)	$	(25	)	$	4		$	5

The components of other changes in plan assets and benefit obligations recognized in other comprehensive income are as follows:


	Quarter ended June 30,
	Pension benefits		Postretirement benefits
*In millions*	2007		2007
Prior service cost (income)	$	2	$	(1	)
Net actuarial loss		2		—

Total recognized in other comprehensive income	$	4	$	(1	)


	First Half ended June 30,
	Pension benefits		Postretirement benefits
*In millions*	2007		2007
Prior service cost (income)	$	3	$	(2	)
Net actuarial loss		3		—

Total recognized in other comprehensive income	$	6	$	(2	)

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

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 have been made to these plans during 2007. However, the company expects to contribute $4 million to the funded non-U.S. plans in 2007.

The company expects to pay benefits to participants of the unfunded U.S. nonqualified, postretirement, and non-U.S. plans of $4 million, $19 million, and $1 million, respectively, in 2007. During the quarter and first half ended June 30, 2007, $6 million and $12 million, respectively, was paid by the company. The company presently anticipates paying an additional $12 million during the remainder of 2007.

6.Income (Loss) Per Common Share

Basic net income (loss) per share for all the periods presented has been calculated using the weighted average shares outstanding. In computing diluted net income (loss) per share, incremental shares issuable upon the assumed exercise of stock options and other share-based compensation awards are added to the weighted average shares outstanding, if dilutive. For the quarter and first half ended June 30, 2006, the effects of the net incremental shares issuable upon the exercise of share-based compensation awards were not included in the loss for each period as their effects would have been antidilutive.

7.Segment Information

MeadWestvaco’s principal operating business segments are (i) Packaging Resources, (ii) Consumer Solutions, (iii) Consumer and Office Products, and (iv) Specialty Chemicals. The segments follow the same accounting principles described in theSummary of Significant Accounting Policiespresented in the company’s Annual Report on Form 10-K for the year ended December 31, 2006. Sales between the segments are recorded primarily at market prices.

The Packaging Resources segment produces bleached paperboard, Coated Natural Kraft^{^®} paperboard (CNK), kraft paperboard, linerboard and saturating kraft, and packaging for consumer products including packaging for media, beverage and dairy, cosmetics, tobacco, pharmaceuticals and healthcare products. This segment’s paperboard products are manufactured at four domestic mills and two mills located in Brazil. Bleached paperboard is used for packaging high-value consumer products such as pharmaceuticals, cosmetics, tobacco, food service, media products and aseptic cartons. CNK paperboard is used for a range of packaging applications, the largest of which for MeadWestvaco is multi-pack beverage packaging. Kraft paperboard is used for folding carton applications. Linerboard is used in the manufacture of corrugated boxes and containers. Saturating kraft is used in the manufacture of decorative laminates for kitchen countertops, furniture, flooring and wall panels, as well as pad stock for electronic components.

The Consumer Solutions segment offers a full range of converting and consumer packaging solutions including printed plastic packaging and injection-molded products used for packaging media products such as DVDs, CDs and video games; cosmetics and pharmaceutical products; and plastic dispensing and sprayer technology systems for personal care, healthcare, fragrance and lawn and garden markets. This segment designs and produces multi-pack cartons and packaging systems primarily for the beverage take-home market and packaging for the tobacco market. Paperboard and plastic are converted into packaging products at plants located in North America, Brazil, Asia and Europe. In addition, this segment manufactures equipment that is leased or sold to its beverage and dairy customers to package their products.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

MeadWestvaco produces many of the leading brand names in school supplies, time-management and commercial office products, including AMCAL^{^®}, AT-A-GLANCE^{^®}, Cambridge^{^®}, COLUMBIAN^{^®}, Day Runner^{^®}, Five Star^{^®}, Mead^{^®} and Trapper Keeper^{^®}.

The Specialty Chemicals segment manufactures, markets and distributes specialty chemicals derived from sawdust and byproducts of the papermaking process. Products include, but are not limited to, activated carbon used in emission control systems for automobiles and trucks, printing ink resins, and emulsifiers used in asphalt paving and dyestuffs.

Corporate and other includes the company’s specialty papers and forestry operations as well as corporate support staff services and related assets and liabilities, including merger-related goodwill. The results include income and expense items not directly associated with segment operations, such as restructuring charges and one-time costs, certain legal settlements, net pension income, interest income and expense and gains on sales of forestlands and corporate real estate.

Quarter ended June 30, 2007


	Sales								Segment profit (loss)
*In millions*	Trade		Inter-segment			Total			Segment profit (loss)
Packaging Resources	$	669	$	104		$	773		$	90
Consumer Solutions		594		1			595			24
Consumer and Office Products		267		—			267			24
Specialty Chemicals		127		—			127			11
Corporate and other		49		9			58			(101	)

Total		1,706		114			1,820			48
Intersegment eliminations		—		(114	)		(114	)		—

Consolidated totals	$	1,706	$	—		$	1,706		$	48

Quarter ended June 30, 2006


	Sales								Segment profit (loss)
*In millions*	Trade		Inter-segment			Total			Segment profit (loss)
Packaging Resources	$	642	$	106		$	748		$	65
Consumer Solutions		497		1			498			23
Consumer and Office Products		260		—			260			17
Specialty Chemicals		123		8			131			19
Corporate and other		48		7			55			(132	)

Total		1,570		122			1,692			(8	)
Intersegment eliminations		—		(122	)		(122	)		—

Consolidated totals	$	1,570	$	—		$	1,570		$	(8	)

First Half ended June 30, 2007


	Sales								Segment profit (loss)
*In millions*	Trade		Inter-segment			Total			Segment profit (loss)
Packaging Resources	$	1,294	$	193		$	1,487		$	145
Consumer Solutions		1,160		1			1,161			44
Consumer and Office Products		468		—			468			22
Specialty Chemicals		239		—			239			15
Corporate and other		97		19			116			(195	)

Total		3,258		213			3,471			31
Intersegment eliminations		—		(213	)		(213	)		—

Consolidated totals	$	3,258	$	—		$	3,258		$	31

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

First Half ended June 30, 2006


	Sales								Segment profit (loss)
*In millions*	Trade		Inter-segment			Total			Segment profit (loss)
Packaging Resources	$	1,269	$	206		$	1,475		$	118
Consumer Solutions		959		1			960			30
Consumer and Office Products		455		—			455			12
Specialty Chemicals		229		16			245			28
Corporate and other		92		17			109			(194	)

Total		3,004		240			3,244			(6	)
Intersegment eliminations		—		(240	)		(240	)		—

Consolidated totals	$	3,004	$	—		$	3,004		$	(6	)

8.Comprehensive Income

Comprehensive income reflects changes in equity that result from transactions and economic events from nonowner sources. The changes in the components of accumulated comprehensive income, net of tax, were as follows:


	Quarter ended June 30,						First Half ended June 30,
*In millions*	2007			2006			2007		2006
Net income (loss)	$	32		$	(7	)	$	16	$	(4	)
Foreign currency translation		48			36			68		75
Amortization of unrecognized pension costs		2			—			3		—
Change in unrealized gain (loss) on note*		—			(3	)		—		9
Change in unrealized loss on derivative instruments		(2	)		(2	)		2		(4	)

Comprehensive income	$	80		$	24		$	89	$	76

For both the quarter and first half ended June 30, 2006, the company reclassified to net loss, gains associated with the sale of a note of $13 million, net of tax, received as part of the consideration for the sale of the printing and writing papers business in 2005. The unrealized holding gains related to this note during the quarter and first half ended June 30, 2006, were $10 million and $22 million, net of tax, respectively.

9.Environmental and Legal Matters

The company has been notified by the U.S. Environmental Protection Agency (the “EPA”) 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 June 30, 2007, MeadWestvaco had recorded liabilities of approximately $23 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 $20 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. All of the claims against the company resolved to date have been concluded before trial, either through dismissal or through settlement with payments to the plaintiff that are not material to the company. To date, the costs resulting from the litigation, including settlement costs, have not been significant. As of June 30, 2007, there were approximately 350 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 June 30, 2007, the company had recorded litigation liabilities of approximately $20 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.

10.Other Income, net

Other income, net was comprised of the following:


	Quarter ended June 30,						First Half ended June 30,
*In millions*	2007			2006			2007			2006
Gains on sales of forestlands	$	(5	)	$	(5	)	$	(6	)	$	(8	)
Gains on other asset sales, net		(6	)		—			(4	)		(11	)
Transition services income		—			—			—			(5	)
Investment income		(3	)		(8	)		(7	)		(15	)
Gain on sale of note		—			(21	)		—			(21	)
Asset write-downs		—			9			—			9
Foreign currency exchange gains		(3	)		(2	)		(6	)		(4	)
Other		2			4			3			3

Other income, net	$	(15	)	$	(23	)	$	(20	)	$	(52	)

11.Shareholders’ Equity

In October of 2005, the company’s Board of Directors authorized the future repurchase of up to 5 million shares, primarily to avoid dilution of earnings per share relating to the exercise of employee stock options. During the second quarter of 2007, 2,649,600 shares of the company’s common stock were purchased by the company under this program. The company’s average per share price was $32.48 for a total cash expenditure of $86 million.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

On June 26, 2007, the company’s Board of Directors declared a regular quarterly dividend of $0.23 per share aggregating $42 million to be paid September 4, 2007.

12.Acquisition

On July 5, 2006, the company acquired Saint-Gobain Calmar (“Calmar”) from Compagnie de Saint-Gobain. The following pro forma financial information presents the combined results of operations of the company and Calmar as if the acquisition had occurred at January 1, 2006 and April 1, 2006 (in millions, except per share amounts):


	Quarter ended June 30, 2006
Net sales	$	1,681
Loss before income taxes		(17)
Net loss		(7)

Net loss per share, basic and diluted	$	(0.04)


	First Half ended June 30, 2006
Net sales	$	3,228
Loss before income taxes		(14)
Net loss		(5)

Net loss per share, basic and diluted	$	(0.03)

Pro forma net loss for the quarter and first half ended June 30, 2006 includes after-tax expense of $2 million and $4 million for the amortization of purchased intangibles and depreciation associated with a step-up in value of property, plant and equipment, respectively. Pro forma net loss for the quarter and first half ended June 30, 2006 also includes after-tax acquisition-related charges of $3 million due to expensing a fair value adjustment for inventory. Pro forma net loss assumes an income tax benefit at the combined effective tax rates of the company and Calmar for each respective period presented. Included in pro forma net loss for the periods presented is a $6 million income tax benefit recorded in Calmar’s historical income statement for the release of a deferred tax asset valuation allowance. In addition, pro forma net loss for the quarter and first half ended June 30, 2006 includes after-tax interest expense of $6 million and $13 million, respectively, for the amount borrowed and the cash utilized to acquire Calmar.

The pro forma financial information is not intended to represent or be indicative of the company’s consolidated results of operations that would have been reported had the acquisition been completed at January 1, 2006 and April 1, 2006, and should not be taken as indicative of the company’s future consolidated results of operations.

13.Share-Based Compensation

The company adopted SFAS No. 123(R) in the first quarter of 2006 and thus recognizes the cost of its share-based compensation plans using the fair value based method for all periods presented. The pre-tax share-based compensation expense was $8 million and $6 million, for the second quarter of 2007 and 2006, respectively, and $12 million and $11 million for the first half of 2007 and 2006, respectively.

14.Income Taxes

In June 2006, the FASB issued FIN 48 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, the company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the company recorded a decrease of opening retained earnings and goodwill in the amount of $8 million and $39 million, respectively. The company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense in the consolidated statements of operations, which is consistent with the recognition of these items in prior reporting periods. As of January 1, 2007, the company had recorded liabilities of approximately $34 million and $9 million for the payment of interest and penalties, respectively.

The company has operations in many areas of the world and is subject, at times, to audit in these jurisdictions. These audits, by their nature are complex and can require several years to resolve. The final resolution of any such tax audits could result in either a reduction in the company’s accruals or an increase in its income tax provision, both of which could have an impact on the results of operations in any given period. With a few exceptions, the company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2002. The company regularly evaluates, assesses and adjusts these accruals in light of changing facts and circumstances, which could cause the effective tax rate to fluctuate from period to period. Of the total $186 million liability for unrecognized tax benefits upon the adoption of FIN 48, approximately $85 million could impact the annual effective tax rate in future periods. The remaining balance of this liability would be adjusted through the consolidated balance sheet without impacting the company’s annual effective tax rate.

During the second quarter of 2007, the company settled audits with the Internal Revenue Service for tax years 1999 to 2001. Management is currently evaluating proposed adjustments issued by the Internal Revenue Service for tax years 2002 and 2003 and anticipates settling these audits during 2007. In addition, the company currently is in advanced stages of audits in certain foreign jurisdictions and certain domestic states. Based on the resolution of the various audits mentioned above, it is reasonably possible that the balance of unrecognized tax benefits could change by approximately $30 million during the second half of 2007.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

ITEM 2.

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

Overview

For the second quarter of 2007, MeadWestvaco Corporation (“MeadWestvaco” or the “company”) reported net income of $32 million, or $0.17 per share, compared to a net loss of $7 million, or $0.04 per share, for the second quarter of 2006. The results for the second quarter of 2007 include after-tax restructuring charges of $5 million, or $0.03 per share, related primarily to employee separation costs and facility closures, and after-tax one-time costs of $5 million, or $0.03 per share, related to the company’s cost initiative. The results for the second quarter of 2006 include after-tax restructuring charges of $37 million, or $0.20 per share, related primarily to the permanent abandonment of two paperboard machines and employee separation costs and after-tax one-time costs of $6 million, or $0.04 per share, related to the company’s cost initiative. The results for the second quarter of 2006 also include an after-tax gain of $13 million, or $0.07 per share, from the sale of a note that was received as part of the consideration for the sale of the printing and writing papers business in 2005.

For the first half of 2007, the company reported net income of $16 million, or $0.08 per share, compared to a net loss of $4 million, or $0.02 per share, for the first half of 2006. The results for the first half of 2007 include after-tax restructuring charges of $15 million, or $0.08 per share, related primarily to employee separation costs and facility closures and after-tax one-time costs of $8 million, or $0.05 per share, related to the company’s cost initiative. The results for the first half of 2006 include after-tax restructuring charges of $39 million, or $0.21 per share, related primarily to the permanent abandonment of two paperboard machines and employee separation costs and after-tax one-time costs of $7 million, or $0.04 per share, related to the company’s cost initiative. The results for the first half of 2006 also include an after-tax gain on the sale of the above mentioned note of $13 million, or $0.07 per share.

MeadWestvaco’s primary business segments are (i) Packaging Resources, (ii) Consumer Solutions, (iii) Consumer and Office Products, and (iv) Specialty Chemicals. Second quarter 2007 profit from the company’s primary business segments increased 20% to $149 million compared to $124 million in the second quarter of 2006. In the second quarter of 2007, year-over-year higher selling prices, improved product mix and productivity, as well as the addition of the plastic dispensing and sprayer technology business, more than offset lower volumes and higher input costs for energy, raw materials and freight.

In the Packaging Resources segment, sales in the second quarter of 2007 increased compared to the second quarter of 2006 primarily due to higher selling prices partially offset by lower overall volumes. Segment profit in the second quarter of 2007 increased compared to the second quarter of 2006 as better overall product pricing and improved productivity offset lower shipments and higher input costs for energy, raw materials and freight. Shipments in the second quarter of 2007 were lower compared to the second quarter of 2006 due to declines in volumes for food service and general packaging grades, partially offset by shipment growth in several high-value markets, including tobacco and aseptic applications.

In the Consumer Solutions segment, year-over-year sales growth in the second quarter of 2007 was primarily the result of the addition of the plastic dispensing and sprayer technology business acquired in July 2006, partially offset by lower volumes driven mainly by significant market-related declines in global CD music volumes. Segment profit in the second quarter of 2007 increased year-over-year due to the addition of the plastic dispensing and sprayer technology business, as well as increased profitability in the beverage and healthcare businesses and productivity actions across the segment.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

In the Consumer and Office Products segment, sales in the second quarter of 2007 increased compared to the second quarter of 2006 due to improved product mix from the company’s emphasis on proprietary brands and products, partially offset by slightly lower volumes. Segment profit in the second quarter of 2007 was favorably impacted by product mix and productivity improvements offset in part by higher input costs of energy, raw materials and freight. This segment continues to be impacted by Asian-based imported products.

In the Specialty Chemicals segment, sales and segment profit decreased in the second quarter of 2007 compared to the second quarter of 2006. Improved pricing in the second quarter of 2007 across all major product lines was more than offset by higher raw materials costs, lower volumes and unfavorable product mix in the pine chemicals business. Increased raw materials costs were due primarily to higher costs for crude tall oil, the principal raw material used to make value-added pine chemicals. In the pine chemicals business, volume declines were driven by severe weather in the Southwest where prolonged wet conditions resulted in decreased demand for asphalt-related products. In addition, the weak U.S. housing market negatively affected demand for certain higher value products used to produce building materials. In the carbon business, lower North American automotive sales, particularly truck and sport utility vehicles, continued to negatively impact volume.

During the second quarter of 2007, the company established the Community Development and Land Management Group, which is focused on executing the company’s land enhancement strategy.

As part of the cost initiative launched in 2005 to improve the efficiency of our business model, we are continuing to focus on reducing the cost structure across the company by redesigning general and administrative services with a plan to move to a more simplified, standardized global model. We are also reducing our real estate footprint and streamlining our warehousing and logistics network. The goal of this initiative is to reduce the overall cost structure of the company by $175 million to $200 million, before inflation, on an annual run-rate basis by the end of 2007. Specific actions were completed in the first half of 2007 which resulted in annual run-rate savings of approximately $30 million, bringing cumulative run-rate savings through June 30, 2007 to $155 million, before inflation. We anticipate achieving run-rate savings of $175 million to $185 million by the end of 2007 with the remaining balance of the $200 million run-rate savings expected to be achieved in 2008; however, we will look for every opportunity to pull forward more savings into 2007.

Recent Developments

The definitive agreement includes a long-term fiber supply agreement to support MeadWestvaco’s Mahrt mill. Under the terms of the agreement, the fiber will be sold at market price and the forestlands will continue to be managed and third-party certified under the requirements of the Sustainable Forestry Initiative^® Standard.

MeadWestvaco is continuing the auction process for approximately 63,000 acres of forestland located in West Virginia and anticipates entering a definitive agreement for the sale of these lands in 2007.

These actions are part of MeadWestvaco’s previously announced strategy to segment and manage its domestic land holdings for highest value opportunities. Upon completion of these forestland sales, MeadWestvaco’s U.S. land holdings will include approximately 800,000 acres throughout South Carolina, Georgia, Alabama, Virginia and West Virginia.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

RESULTS OF OPERATIONS

Presented below are results for the quarter and first half ended June 30, 2007 and 2006 as reported in accordance with accounting principles generally accepted in the United States (“GAAP”). All per share amounts are presented on an after-tax basis.


	Quarter ended June 30,						First Half ended June 30,
*In millions, except per share amounts*	2007			2006			2007			2006
Sales	$	1,706		$	1,570		$	3,258		$	3,004
Cost of sales		1,398			1,318			2,707			2,535
Selling, general and administrative expense		219			233			432			427
Interest expense		56			50			108			100
Other income, net		(15	)		(23	)		(20	)		(52	)

		48			(8	)		31			(6	)
Income tax provision (benefit)		16			(1	)		15			(2	)

Net income (loss)	$	32		$	(7	)	$	16		$	(4	)


Income (loss) per share —basic and diluted	$	0.17		$	(0.04	)	$	0.08		$	(0.02	)

Sales for the second quarter of 2007 were $1.71 billion compared to $1.57 billion for the second quarter of 2006, an increase of 9%. Sales for the first half of 2007 were $3.26 billion compared to $3.00 billion for the first half of 2006. Increased sales for the second quarter and first half of 2007 compared to the respective periods in 2006 were primarily the result of the addition of the plastic dispensing and sprayer technology business and higher selling prices across many of our businesses. Refer to the individual segment discussions below for detailed sales information for each segment.

Cost of sales for the second quarter of 2007 was $1.40 billion compared to $1.32 billion for the second quarter of 2006. Cost of sales for the first half of 2007 was $2.71 billion compared to $2.54 billion for the first half of 2006. Increased cost of sales for the second quarter and first half of 2007 compared to the respective periods in 2006 was primarily the result of the addition of the plastic dispensing and sprayer technology business and higher input costs for energy, raw materials and freight. Input costs for energy, raw materials and freight input costs were $30 million higher in the second quarter of 2007 compared to the second quarter of 2006. Input costs for energy, raw materials and freight were $62 million higher in the first half of 2007 compared to the first half of 2006.

Selling, general and administrative expenses were $219 million in the second quarter of 2007 compared to $233 million in the second quarter of 2006. Selling, general and administrative expenses were $432 million in the first half of 2007 compared to $427 million in the first half of 2006. The 2007 results compared to the respective periods in 2006 include the incremental expense due to the addition of the plastic dispensing and sprayer technology business in the amount of $14 million and $28 million for the quarter and first half ended June 30, 2007, respectively. In addition, the 2007 results compared to the respective periods in 2006 reflect lower restructuring charges and one-time costs of $21 million and $12 million for the quarter and first half ended June 30, 2007, respectively.

Pension income was $13 million and $12 million for the second quarter of 2007 and 2006, respectively. Pension income was $26 million and $25 million for the first half of 2007 and 2006, respectively. Pension income is reported in Corporate and other for segment reporting purposes.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Other income, net was $15 million and $23 million for the second quarter of 2007 and 2006, respectively, and $20 million and $52 million for the first half of 2007 and 2006, respectively, and was comprised of the following:


	Quarter ended June 30,						First Half ended June 30,
*In millions*	2007			2006			2007			2006
Gains on sales of forestlands	$	(5	)	$	(5	)	$	(6	)	$	(8	)
Gains on other asset sales, net		(6	)		—			(4	)		(11	)
Transition services income		—			—			—			(5	)
Investment income		(3	)		(8	)		(7	)		(15	)
Gain on sale of note		—			(21	)		—			(21	)
Asset write-downs		—			9			—			9
Foreign currency exchange gains		(3	)		(2	)		(6	)		(4	)
Other		2			4			3			3

Other income, net	$	(15	)	$	(23	)	$	(20	)	$	(52	)

For the quarter and first half ended June 30, 2007, the effective tax rate was a provision 33% and 48%, respectively. The difference in the effective tax rates for the second quarter and first half of 2007 compared to statutory rates was primarily the result of the impact of interest and penalties resulting from the company’s adoption of FIN 48 effective January 1, 2007, and other discrete items. For the quarter and first half ended June 30, 2006, the effective tax rate was a benefit of 13% and 33%, respectively. The difference in the effective tax rates for the second quarter and first half of 2006 compared to statutory rates was primarily the result of the level and mix of domestic versus foreign earnings and certain permanent tax differences.

In addition to the information discussed above, the following sections discuss the results of operations for each of the company’s primary business segments and Corporate and other.

Packaging Resources


	Quarter ended June 30,				First Half ended June 30,
*In millions*	2007		2006		2007		2006
Sales	$	773	$	748	$	1,487	$	1,475
Segment profit¹		90		65		145		118

¹	Segment profit is measured as results before restructuring charges and one-time costs, net pension income, minority interest, interest expense and income, income taxes, discontinued operations, extraordinary items and cumulative effect of accounting changes.

The Packaging Resources segment produces bleached paperboard, Coated Natural Kraft^® paperboard (CNK), kraft paperboard, linerboard and saturating kraft, and packaging for consumer products markets including packaging for media, beverage and dairy, cosmetics, tobacco, pharmaceuticals and health care products. This segment’s products are manufactured at four domestic mills and two mills located in Brazil. Bleached paperboard is used for packaging high-value consumer products such as pharmaceuticals, cosmetics, tobacco, food service, media products and aseptic cartons. CNK paperboard is used for a range of packaging applications, the largest of which for MeadWestvaco is multi-pack beverage packaging. Kraft paperboard is used for folding carton applications. Linerboard is used in the manufacture of corrugated boxes and containers. Saturating kraft is used in the manufacture of decorative laminates for kitchen countertops, furniture, flooring and wall panels, as well as pad stock for electronic components.

Sales for the Packaging Resources segment increased to $773 million in the second quarter of 2007 compared to $748 million in the second quarter of 2006. The sales increase in the second quarter of 2007 was due to higher average selling prices partially offset by lower overall volumes. Compared to the second quarter of 2006, bleached paperboard prices in the second quarter of 2007 were up 5%, CNK prices were up 5% and unbleached paperboard prices were up 4%. The overall volume decline in the second quarter of 2007 was attributable to lower volumes in food service and general packaging grades as well as a softer North American beverage

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

market, partially offset by increased volumes in high-value tobacco and aseptic grades and increased volumes in kraft linerboard grades primarily in export markets. Shipments of bleached paperboard in second quarter of 2007 were 409,000 tons, down 3% from the second quarter of 2006. Shipments of CNK in the second quarter of 2007 were 298,000 tons, down 1% from the second quarter of 2006. Shipments of unbleached paperboard in the second quarter of 2007 were 207,000 tons, up 6% from the second quarter of 2006.

Segment profit for the Packaging Resources segment increased 38% to $90 million in the second quarter of 2007 compared to $65 million in the second quarter of 2006. The increase in the second quarter of 2007 reflects improvements in pricing, product mix and productivity, partially offset by lower volumes and higher input costs for energy, raw materials and freight. Segment profit in the second quarter of 2007 benefited by $22 million from pricing and mix improvements, $12 million from favorable net cost productivity and $6 million from other items compared to the second quarter of 2006. Segment profit in the second quarter of 2007 was negatively affected by $14 million from higher input costs for energy, raw materials and freight and $1 million from lower volumes compared to the second quarter of 2006.

Sales for the Packaging Resources segment were $1,487 million in the first half of 2007 compared to $1,475 million in the first half of 2006. The results in the first half of 2007 reflect the impact of higher average selling prices partially offset by lower overall volumes. Compared to the first half of 2006, bleached paperboard prices in the first half of 2007 were up 5%, CNK prices were up 5% and unbleached paperboard prices were up 5%. The overall volume decline in the first half of 2007 was primarily attributable to the impact of the permanent shutdown of a paperboard machine at the end of the first quarter of 2006, declines in food service and general packaging grades, and a softer North American beverage market. Shipments of bleached paperboard in the first half of 2007 were 793,000 tons, down 4% from the first half of 2006. Shipments of CNK in the first half of 2007 were 556,000 tons, down 4% from the first half of 2006. Shipments of unbleached paperboard in the first half of 2007 were 421,000 tons, up 6% from the first half of 2006.

Segment profit for the Packaging Resources segment in the first half of 2007 increased 23% to $145 million compared to $118 million in the first half of 2006. The increase in the first half of 2007 reflects improvements in pricing, product mix and productivity, partially offset by lower volumes and higher input costs for energy, raw materials and freight. Segment profit in the first half of 2007 benefited by $42 million from price increases and product mix improvements, $14 million from favorable net cost productivity and $4 million from other items compared to the first half of 2006. Segment profit for the first half of 2007 was negatively affected by $28 million from higher input costs for energy, raw materials and freight and $5 million from lower volumes compared to the first half of 2006.

Consumer Solutions


	Quarter ended June 30,				First Half ended June 30,
*In millions*	2007		2006		2007		2006
Sales	$	595	$	498	$	1,161	$	960
Segment profit¹		24		23		44		30

¹	Segment profit is measured as results before restructuring charges and one-time costs, net pension income, minority interest, interest expense and income, income taxes, discontinued operations, extraordinary items and cumulative effect of accounting changes.

The Consumer Solutions segment offers a full range of converting and consumer packaging solutions including printed plastic packaging and injection-molded products used for packaging media products such as DVDs, CDs and video games; cosmetics and pharmaceutical products; and plastic dispensing and spraying systems for personal care, healthcare, fragrance, and lawn and garden markets. This segment designs and produces multi-pack cartons and packaging systems primarily for the beverage take-home market and packaging for the tobacco market. Paperboard and plastic are converted into packaging products at plants located in North America, Brazil, Asia and Europe. In addition, this segment manufactures equipment that is leased or sold to its beverage and dairy customers to package their products.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Sales for the Consumer Solutions segment increased 19% to $595 million in the second quarter of 2007 compared to $498 million in the second quarter of 2006. Sales for the second quarter of 2007 include the results of the plastic dispensing and sprayer technology business that was acquired in the third quarter of 2006. Excluding the impact of the plastic dispensing and sprayer technology business, sales in the second quarter of 2007 decreased 4% compared to the second quarter of 2006 due to unfavorable product mix, lower CD industry volumes and competitive pricing pressures in global media, partially offset by improvements in the global beverage, tobacco and healthcare packaging markets.

Segment profit for the Consumer Solutions segment in the second quarter of 2007 increased to $24 million compared to $23 million in the second quarter of 2006. Segment profit in the second quarter of 2007 compared to the second quarter of 2006 benefited by $24 million due to the combination of the addition of the plastic dispensing and sprayer technology business, improved net cost productivity, particularly in selling, general and administrative expenses, and other cost reductions. Segment profit in the second quarter of 2007 compared to the second quarter of 2006 was negatively impacted by $17 million from lower volumes, $2 million from lower selling prices and unfavorable product mix and $4 million from higher energy, raw material and freight input costs.

Sales for the Consumer Solutions segment in the first half of 2007 increased 21% to $1,161 million compared to $960 million in the first half of 2006. Sales for the first half of 2007 include the addition of the plastic dispensing and sprayer technology business. Excluding the impact of the plastic dispensing and sprayer technology business, sales in the first half of 2007 decreased 3% compared to the first half of 2006 due to declines for global media selling prices, unfavorable product mix and lower CD industry volumes, partially offset by improvements in the global beverage and tobacco markets.

Segment profit for the Consumer Solutions segment in the first half 2007 increased to $44 million compared to $30 million in the first half of 2006. Segment profit in the first half of 2007 compared to the first half of 2006 benefited by $45 million due to the combination of the addition of the plastic dispensing and sprayer technology business, improved net cost productivity, particularly in selling, general and administrative expenses and other items. Segment profit in the first half of 2007 compared to the first half of 2006 was negatively impacted by lower selling prices and unfavorable product mix of $1 million, lower volumes of $23 million and higher energy, raw materials and freight input costs of $7 million.

Consumer and Office Products


	Quarter ended June 30,				First Half ended June 30,
*In millions*	2007		2006		2007		2006
Sales	$	267	$	260	$	468	$	455
Segment profit¹		24		17		22		12
¹ Segment profit is measured as results before restructuring charges and one-time costs, net pension income, minority interest, interest expense and income, income taxes, discontinued operations, extraordinary items and cumulative effect of accounting changes.

The Consumer and Office Products segment manufactures, sources, markets and distributes school and office products, time-management products and envelopes in North America and Brazil through both retail and commercial channels. MeadWestvaco produces many of the leading brand names in school supplies, time-management and commercial office products, including AMCAL^® , AT-A-GLANCE^® , Cambridge^® , COLUMBIAN^® , Day Runner^® , Five Star^® , Mead^® and Trapper Keeper^® .

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Sales for the Consumer and Office Products segment were $267 million in the second quarter of 2007 compared to $260 million in the second quarter of 2006. The results in the first half of 2007 were favorably impacted by enhanced product mix from the company’s emphasis on proprietary brands and products, partially offset by slightly lower volumes compared to the second quarter of 2006.

Segment profit for the Consumer and Office Products segment in the second quarter of 2007 was $24 million compared to $17 million in the second quarter of 2006. Segment profit in the second quarter of 2007 benefited by $9 million from product mix improvements, $5 million from improved productivity and $1 million from other items compared to the second quarter of 2006. Costs for the second quarter of 2007 were unfavorably impacted by higher prices for uncoated paper compared to the second quarter of 2006. Increased input costs for energy, raw materials and freight of $7 million and lower volumes of $1 million negatively affected earnings for the second quarter of 2007 compared to the second quarter of 2006. This segment continues to be impacted by Asian-based imported products.

Sales for the Consumer and Office Products segment were $468 million in the first half of 2007 compared to $455 million in the first half of 2006. The results for the first half of 2007 were favorably impacted by enhanced product mix from the company’s emphasis on proprietary brands and products, partially offset by slightly lower volumes compared to the first half of 2006.

Segment profit for the Consumer and Office Products segment in the first half of 2007 was $22 million compared to $12 million in the first half 2006. In the first half of 2007, product mix improvements of $16 million, productivity improvements of $7 million and other cost improvements of $4 million more than offset higher input costs for energy, raw materials and freight and lower volumes compared to the first half of 2006. In the first half of 2007, costs were unfavorably impacted by higher prices for uncoated paper compared to the first half of 2006. Increased input costs for energy, raw materials and freight of $14 million and lower volumes of $3 million negatively affected earnings for the first half of 2007 compared to the first half of 2006.

Specialty Chemicals


	Quarter ended June 30,				First Half ended June 30,
*In millions*	2007		2006		2007		2006
Sales	$	127	$	131	$	239	$	245
Segment profit¹		11		19		15		28
¹ Segment profit is measured as results before restructuring charges and one-time costs, net pension income, minority interest, interest expense and income, income taxes, discontinued operations, extraordinary items and cumulative effect of accounting changes.

For the second quarter of 2007, sales for the Specialty Chemicals segment decreased to $127 million from $131 million in the second quarter of 2006. Segment profit in the second quarter of 2007 was $11 million compared to $19 million in the second quarter of 2006. In the second quarter of 2007, this segment experienced improved pricing across all major product lines, particularly in the ink resins business compared to the second quarter of 2006. These improvements were more than offset by weakness in the carbon-based business which was negatively impacted by a decline in domestic automotive production. Segment profit in the second quarter of 2007 benefited by $7 million from pricing and product mix improvements compared to the second quarter of 2006. Segment profit in the second quarter of 2007 was negatively affected by $7 million from higher input costs for energy, raw materials and freight, $5 million from lower volumes, $1 million from unfavorable net cost productivity and $2 million from other costs compared to the second quarter of 2006.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

For the first half of 2007, sales for the Specialty Chemicals segment decreased to $239 million from $245 million in the first half of 2006. Segment profit in the first half of 2007 was $15 million compared to $28 million in the first half of 2006. In the first half of 2007, this segment experienced improved pricing across all major product lines, particularly in the ink resins business compared to the first half of 2006. These improvements were more than offset by weakness in the carbon-based business which was negatively impacted by a decline in domestic automotive production. Segment profit in the first half of 2007 benefited by $16 million from pricing and product mix improvements compared to the first half of 2006. Segment profit in the first half of 2007 was negatively affected by $14 million from higher input costs for energy, raw materials and freight, $7 million from lower volumes, $4 million from unfavorable net cost productivity and $4 million from other costs compared to the first half of 2006.

Corporate and Other


	Quarter ended June 30,						First Half ended June 30,
*In millions*	2007			2006			2007			2006
Sales	$	58		$	55		$	116		$	109
Corporate and other loss¹		(101	)		(132	)		(195	)		(194	)
¹ Corporate and other may include goodwill impairment charges, minority interest, debt retirement charges, restructuring charges and one-time costs, net pension income, interest expense and income, and gains on asset sales.

Corporate and other includes the company’s specialty papers and forestry operation as well as corporate support staff services and related assets and liabilities. The results include income and expense items not directly associated with segment operations, such as restructuring charges and one-time costs, certain legal charges and settlements, net pension income, interest income and expense, gains on sales of forestlands and corporate real estate and other activities.

The company recorded a loss of $101 million in Corporate and other in the second quarter of 2007 compared to $132 million in the second quarter of 2006. Contributing to the decreased loss in the second quarter of 2007 compared to the second quarter of 2006 were lower restructuring charges and one-time costs of $54 million and lower corporate department costs of $8 million, offset by a second quarter 2006 gain on the sale of a note of $21 million, higher interest expense of $6 million and lower interest income of $4 million.

The company recorded a loss of $195 million in Corporate and other in the first half of 2007 compared to $194 million in the first half of 2006. Contributing to the increased loss in the first half of 2007 compared to the first half of 2006 were lower gains on the sale of corporate real estate of $11 million, higher interest expense of $8 million, lower interest income of $8 million, a first half 2006 gain on the sale of a note of $21 million and transition services income in the first half of 2006 of $5 million, offset by lower restructuring charges and one-time costs of $38 million, a sales and use tax refund in 2007 of $6 million and lower corporate department and other costs of $8 million.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

In the first half of 2007, cash generated from operations provided a major source of funds for the company. Cash provided by operating activities was $191 million in the first half of 2007 compared to $186 million in the first half of 2006. Cash and cash equivalents totaled $250 million at June 30, 2007 compared to $156 million at December 31, 2006.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Investing Activities

Cash used in investing activities was $101 million in the first half of 2007 compared to cash provided by investing activities of $75 million in the first half of 2006. Capital spending totaled $148 million in the first half of 2007 compared to $114 million for the first half of 2006. For 2007, the company expects capital spending to be approximately $360 million, which is well below the company’s expected level of depreciation, depletion and amortization expense on an annual basis.

During the first half of 2007, the company generated $14 million from the sale of real estate and other assets, $7 million from the sale of nonstrategic forestlands, $9 million from the sale of an equity investment and $25 million in proceeds from company owned life insurance borrowings. During the first half of 2006, the company completed the sale of a note that was received as part of the consideration for the sale of the printing and writing papers business in 2005, generating proceeds of $109 million. Additionally, the company generated $25 million from the sale of real estate and other assets, $9 million from the sale of nonstrategic forestlands and $49 million in proceeds from company owned life insurance borrowings during the first half of 2006.

Financing Activities

Cash used by financing activities was $5 million in the first half of 2007 compared to cash provided by financing activities of $262 million in the first half of 2006. The company has available a $750 million bank credit facility that expires in December 2010. Borrowings under this agreement can be in unsecured domestic or Eurodollar notes and at rates approximating prime or the London Interbank Offered Rate (LIBOR) at the company’s option. The $750 million revolving credit 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 is in compliance. The company’s commercial paper program is supported by its $750 million revolving credit facility which was undrawn at June 30, 2007 and December 31, 2006. The company had $198 million and $148 million of commercial paper borrowings outstanding at June 30, 2007 and December 31, 2006, respectively.

In the period from January 1, 2007 to February 1, 2007, the holders of the company’s 6.84% debentures, due 2037, were entitled to elect early repayment, in whole or in part, at 100% of the principal amount outstanding. Holders elected early repayment of $45 million, which was paid by the company on March 1, 2007.

During the second quarter of 2007, the company borrowed $50 million under a credit facility with an effective interest rate of 5.62% per annum. Either party may terminate the facility at any time; however, such termination would not affect the stated maturity of any amount outstanding under the facility.

The percentage of total debt to total capitalization (which excludes deferred taxes) for the company was 42.5% at June 30, 2007 and 42.2% at December 31, 2006. At June 30, 2007, the company had $287 million of notes payable and current maturities of long-term debt compared to $211 million at December 31, 2006.

On each of January 23, April 30 and June 26 of 2007, the company’s board of directors declared a dividend of $0.23 per share. During the first half of 2007 and 2006, the company paid $84 million and $83 million in dividends, respectively, to its shareholders. Outstanding shares of the company’s common stock at June 30, 2007 and 2006 were 184.3 million and 181.2 million, respectively.

During the second quarter of 2007, the company purchased 2,649,600 shares of common stock under its existing authorized share repurchase program to offset employee option exercises. The company’s average per share price was $32.48 for a total cash expenditure of $86 million.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

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 $21 million in environmental capital expenditures in 2007. Approximately $34 million and $47 million was spent on environmental capital projects in 2006 and 2005, respectively.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Outlook – Third Quarter 2007

Packaging Resources

MeadWestvaco expects solid year-over-year segment profit improvement in its Packaging Resources segment. Backlogs are firm for the company’s key paperboard products and the company anticipates running at full capacity for the quarter. Continued realizations of price and mix improvements are expected to be partially offset by continued input cost inflation. Modest volume growth in conjunction with improved productivity is expected to generate higher segment profit.

Consumer Solutions

In the Consumer Solutions segment, MeadWestvaco expects modest year-over-year segment profit improvement. Several factors are expected to contribute to profit improvement, including strength in the beverage, healthcare and specialty media packaging businesses; continued solid performance in the spray and dispenser business, as well as productivity actions already in place. The company expects continued market-related volume declines in standard media packaging, principally CD music.

Consumer and Office Products

In the Consumer and Office Products segment, MeadWestvaco expects segment profit to be similar to year-ago levels. Continued benefits from an improved product mix and better productivity will be partially offset by lower volumes and by higher costs for raw materials. Volumes will be slightly lower year-over-year due to the company’s continued focus on proprietary products and to some volume that shifted into the third quarter of 2006 from the second quarter of 2006 due to the Northeast floods in June last year.

Specialty Chemicals

In the Specialty Chemicals segment, MeadWestvaco anticipates segment profit to be similar to year-ago levels. Volume growth in ink- and asphalt-related pine chemicals and continued price improvement across all product lines will be offset by volume declines in carbon and building materials products, and by continued input cost inflation.

Community Development and Land Management Group

Cost Initiative and Restructuring Activities

In 2005, we launched a cost reduction initiative to improve the efficiency of our business model. As part of this initiative, we are focusing on reducing the cost structure across the company by redesigning general and administrative services with a plan to move to a more simplified, standardized global model. We are also reducing our real estate footprint and streamlining our warehousing and logistics network. The goal of this initiative is to reduce the overall cost structure of the company by $175 million to $200 million, before inflation, on an annual run-rate basis by the end of 2008. Specific actions were completed in the first half of 2007 resulting in additional run-rate savings of about $30 million, bringing cumulative run-rate savings through June 30, 2007 to $155 million, before inflation. We anticipate achieving run-rate savings of $175 million to $185 million by the end of 2007 with the remaining balance of the $200 million run-rate savings expected to be achieved in 2008; however, we will look for opportunities to pull forward more savings into 2007.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

During the second quarter and first half of 2007, the company recorded $8 million and $24 million, respectively, in restructuring charges related to employee separation costs, asset write-downs and other restructuring actions. Management expects to incur between $35 million and $50 million in restructuring charges in 2007.

Other Items

Capital spending was $83 million in the second quarter of 2007 and $148 million in the first half of 2007, and is expected to be about $360 million in 2007 due to the addition of the plastic dispensing and sprayer technology business, expansion initiatives into emerging markets and capital requirements for safety and energy related projects. Depreciation, depletion and amortization expense was $130 million and $264 million in the second quarter and first half of 2007, respectively, and is expected to be about $525 million in 2007.

Interest expense totaled $56 million and $108 million in the second quarter and first half of 2007, respectively. Management expects interest expense to be in the range of $210 million to $220 million in 2007.

Management estimates overall pension income in 2007 to be approximately $53 million, which will be derived primarily from the domestic plans. This estimate assumes a discount rate of 5.75%, a salary increase rate of 4.0% and an expected rate of return on assets of 8.5%.

The annual effective tax rate for 2007 is estimated to be approximately 32%.

Significant Transactions

Restructuring charges

Quarter ended June 30, 2007

Consumer Solutions:

Consumer and Office Products:

All other:

During the second quarter of 2007, the company recorded additional pre-tax charges of $2 million related to employee separation costs.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

The following table summarizes these charges by business segment for the second quarter of 2007:


*In millions*	Employee costs		Asset write-downs and other costs		Total
Consumer Solutions	$	2	$	3	$	5
Consumer and Office Products		—		1		1
All other		2		—		2

	$	4	$	4	$	8

First Half ended June 30, 2007

Consumer Solutions:

Consumer and Office Products:

All other:

The following table summarizes these charges by business segment for the first half of 2007:


*In millions*	Employee costs		Asset write-downs and other costs		Total
Consumer Solutions	$	6	$	8	$	14
Consumer and Office Products		1		2		3
All other		2		5		7

	$	9	$	15	$	24

Quarter ended June 30, 2006

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Packaging Resources:

Consumer Solutions:

During the second quarter of 2006, the company’s Consumer Solutions segment recorded pre-tax charges of $5 million related to employee separation costs.

All other:

The following table summarizes these charges by business segment for the second quarter of 2006:


*In millions*	Employee costs		Asset write-downs and other costs		Total
Packaging Resources	$	2	$	25	$	27
Consumer Solutions		5		—		5
All other		16		11		27

	$	23	$	36	$	59

First Half ended June 30, 2006

Packaging Resources:

Consumer Solutions:

During the first half of 2006, the company’s Consumer Solutions segment recorded pre-tax restructuring charges of $6 million related to employee separation costs.

All other:

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

The following table summarizes these charges by business segment for the first half of 2006:


*In millions*	Employee costs		Asset write-downs and other costs		Total
Packaging Resources	$	2	$	25	$	27
Consumer Solutions		6		—		6
All other		18		12		30

	$	26	$	37	$	63

Critical Accounting Policies

Our principal accounting policies are described in theSummary 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, 2006. 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 inCritical Accounting Policies ofManagement’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, 2006. 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.

There has been one material change in our critical accounting policies from those outlined in our Annual Report on Form 10-K for the year ended December 31, 2006 as discussed in the accounting change section that follows.

Accounting Change

As of January 1, 2007, the company adopted Interpretation No. 48 (FIN 48),Accounting for Uncertainty in Income Taxes– an interpretation of FASB Statement No.109, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Interpretation is effective for fiscal years beginning after December 15, 2006.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Forward-Looking Statements

Certain statements in this document and elsewhere by management of the company that are neither reported financial results nor other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes, without limitation, the business outlook, assessment of market conditions, anticipated financial and operating results, strategies, future plans, contingencies and contemplated transactions of the company. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of company operations, or the performance or achievements of each company, or industry results, to differ materially from those expressed or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward-looking statements include, but are not limited to, events or circumstances which affect the ability of MeadWestvaco to realize improvements in operating earnings expected from the company’s cost reduction initiative; the reorganization of the company’s packaging business units; 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; the company’s continued ability to reach agreement with its unionized employees on collective bargaining agreements; the company’s ability to execute its plans to divest or otherwise realize the greater value associated with its forestlands; 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, 2006, and in other filings made from time to time with the SEC. MeadWestvaco undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Investors are advised, however, to consult any further disclosures made on related subjects in the company’s reports filed with the SEC.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the company’s exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2006. There was no material change in the company’s exposure to market risk from December 31, 2006 to June 30, 2007.

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.” 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 June 30, 2007, to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 have been 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 first half of 2007, there has not occurred any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

PART II. OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

During the first half ended June 30, 2007, there have been no material changes to legal proceedings from those considered in our Annual Report on Form 10-K for the year ended December 31, 2006.

Item 1A.

RISK FACTORS

During the first half ended June 30, 2007, 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, 2006.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the second quarter of 2007, the company had the following common stock share repurchases:


	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(1)
April 1, 2007 – April 30, 2007	—		—	—	4,707,422
May 1, 2007 – May 31, 2007	2,649,600	$	32.48	2,649,600	2,057,822
June 1, 2007 – June 30, 2007	—		—	—	2,057,822

⁽¹⁾	In October 2005, the company’s Board of Directors authorized the future repurchase of up to 5 million shares, primarily to avoid dilution of earnings per share relating to the exercise of employee stock options.

Item 6.

EXHIBITS

(a)

Exhibits


(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

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)

August 7, 2007								/s/ E. Mark Rajkowski
								E. Mark Rajkowski
								Chief Financial Officer

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Meadwestvaco (MWV) Inactive 10-Q2007 Q2 Quarterly report

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