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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

 

COMMISSION FILE NUMBER 1-31215

 

MeadWestvaco Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

(State of incorporation)

 

31-1797999

(I.R.S. Employer Identification No.)

 

One High Ridge Park

Stamford, CT 06905

Telephone 203-461-7400

(Address and telephone number of

registrant’s principal executive offices)

 
 
 
 

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Title of each class


 

Name of each exchange

on which registered


Common Stock- $0.01 par value   New York Stock Exchange
Preferred Stock Purchase Rights   New York Stock Exchange

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

 

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨

 

At June 30, 2003, the aggregate market value of voting common stock held by nonaffiliates was $4,973,723,256 determined by multiplying the highest selling price of a common share on the New York Stock Exchange - Composite Transaction Tape on such date times the amount by which the total stock outstanding exceeded the stock beneficially owned by directors and executive officers of the Registrant. Such determination shall not, however, be deemed to be an admission that any person is an “affiliate” as defined in Rule 405 under the Securities Act of 1933.

 

At January 31, 2004, the number of shares of common stock of the Registrant outstanding was 201,109,891.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s Annual Report to Shareholders are incorporated by reference in Part I and II. Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 27, 2004, are incorporated by reference in Part III; definitive copies of said Proxy Statement will be filed with the Securities and Exchange Commission on or before March 16, 2004.

 



Table of Contents

TABLE OF CONTENTS

 

Item


       Page

PART I     

1.

  Business    I-1

2.

  Properties    I-5

3.

  Legal proceedings    I-7

4.

  Submission of matters to a vote of security holders    I-8
PART II     

5.

  Market for the registrant’s common stock and related security holder matters    II-1

6.

  Selected financial data    II-2

7.

  Management’s discussion and analysis of financial condition and results of operations    II-3

7A.

  Quantitative and qualitative disclosures about market risk    II-3

8.

  Financial statements and supplementary data    II-4

9.

  Changes in and disagreements with accountants on accounting and financial disclosure    II-15

9A.

  Controls and procedures    II-15
PART III     

10.

  Directors and executive officers of the registrant    III-1

11.

  Executive compensation    III-1

12.

  Security ownership of certain beneficial owners and management and related stockholder matters    III-1

13.

  Certain relationships and related transactions    III-1

14.

  Principal accountant fees and services    III-1
PART IV     

15.

  Exhibits, financial statement schedules and reports on Form 8-K    IV-1
    Signatures    IV-10

 

Introduction

 

This report covers the twelve-month period ended December 31, 2003. MeadWestvaco Corporation was formed in connection with the merger of equals of The Mead Corporation (“Mead”) and Westvaco Corporation (“Westvaco”), which was completed on January 29, 2002. For accounting purposes, the merger was treated as an acquisition of Mead by Westvaco. Therefore, the historical financial statements of Westvaco are the consolidated historical financial statements of MeadWestvaco. Accordingly, the financial results for the periods prior to the merger included in this report are the financial results of Westvaco. Effective January 29, 2002, Westvaco changed its fiscal year from a fiscal year ending October 31, to a fiscal year ending December 31; therefore, this report includes financial information for the two-month transition period ended December 31, 2001 (the “Transition Period”).


Table of Contents

Part I

 

Item 1. Business

 

General

 

MeadWestvaco Corporation, a Delaware corporation, is a global company with leading positions in packaging, coated and specialty papers, consumer and office products, and specialty chemicals. MeadWestvaco’s principal operating business segments are (1) packaging, (2) paper, (3) consumer and office products and (4) specialty chemicals.

 

Packaging

 

The Packaging segment produces bleached paperboard, coated natural kraft paperboard, linerboard and saturating kraft, and packaging for consumer products including packaging for media, beverage and dairy, cosmetics, tobacco, pharmaceuticals and health care products. The segment also produces corrugating medium, linerboard, and consumer packaging products at its Brazilian subsidiary, Rigesa, Ltda. In addition, the segment manufactures equipment that is leased to its beverage and dairy customers to package their products. Bleached paperboard is used for packaging high-value consumer products such as pharmaceuticals, cosmetics, tobacco, media products and nonrefrigerated beverages. Coated natural kraft is used for a range of packaging applications, the largest of which for MeadWestvaco is multiple beverage packaging. 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, wall panels, as well as in pad stock for electronic components.

 

Paper

 

The Paper segment manufactures, markets and distributes coated printing papers, carbonless copy papers and industrial specialty papers. MeadWestvaco makes a full range of coated papers for magazines, catalogs, textbooks and advertising materials, including specialty papers for labels and wraps. MeadWestvaco also produces digital printing papers; carbonless copy papers for business forms; and papers for specialty applications, including decorative laminated surfaces and automotive transmissions.

 

Consumer and Office Products

 

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

 

Specialty Chemicals

 

The Specialty Chemicals segment manufactures, markets and distributes specialty chemicals derived from saw dust and from the by-products 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.

 

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For a more detailed description of MeadWestvaco’s segments, including financial information, see Note S of the consolidated financial statements included in the MeadWestvaco 2003 Annual Report to Shareholders, incorporated herein by reference.

 

Marketing and distribution

 

The principal markets for MeadWestvaco’s products are in the United States, Canada, Latin America, Europe and Asia. MeadWestvaco operates in 29 countries and serves customers in approximately 100 nations. MeadWestvaco’s products are sold through a mixture of its own sales force and through paper merchants and distributors. The company has sales offices in key cities throughout the world.

 

Forestry

 

The principal raw material used in the manufacture of paper, paperboard and pulp is wood. MeadWestvaco’s strategy, based on the location of its mills and the composition of surrounding forestland ownership, is to provide a portion of its wood fiber from company-owned land and to rely on private woodland owners and private contractors and suppliers for the balance. MeadWestvaco owns approximately 2.3 million acres and manages an additional 104,000 acres worldwide. As part of MeadWestvaco’s strategic review of its forestlands holdings, the company expects to reduce its U.S. land base over the next few years to approximately 1.8 million acres of forests worldwide, disposing of parcels which do not fit into MeadWestvaco’s strategy of focusing resources and technology on the land base that will most efficiently support the company’s mills. In limited circumstances, the company may consider the sale of parcels that are important to its mills so long as it is able to obtain fiber supply agreements in conjunction with the sale.

 

MeadWestvaco expects to continue to obtain its wood requirements from company-owned or controlled forestlands, from private woodland owners and private contractors or suppliers, including participants in the company’s Cooperative Forest Management Program (CFM) which provides an additional source of wood fiber from acreage owned by participating landowners and managed with assistance from company foresters. The company believes that these sources will be able to adequately supply the company’s needs.

 

As of December 31, 2003, MeadWestvaco owned 128,000 acres of forestland in Brazil (more than 1,000 miles from the Amazon rainforests); and approximately 2,219,000 acres of forestland in the United States, including 670,000 acres in the North; 707,000 acres in the Central region; and 842,000 acres in the South. An additional 104,000 acres are managed in the South.

 

Intellectual property

 

MeadWestvaco has a large number of foreign and domestic trademarks, trade names, patents, patent rights and licenses relating to its business. While, in the aggregate, intellectual property rights are material to MeadWestvaco’s business, the loss of any one or any related group of such rights would not have a material adverse effect on the business of MeadWestvaco, with the exception of the “Mead®” trademark for consumer and office products.

 

Competition

 

MeadWestvaco operates in very challenging domestic and international markets, and competes with many large, well-established and highly competitive manufacturers and service providers. In addition, the company’s business is affected by a range of macroeconomic conditions, including industry capacity;

 

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a trend in the paper and forest products industry toward consolidation; global competition; economic conditions in the U.S. and abroad; and currency exchange rates.

 

The company competes principally through quality; price; value-added products and services such as packaging solutions; customer service; innovation; technology; and product design. The company’s proprietary trademarks and patents are also important to the company’s competitive position in certain markets.

 

MeadWestvaco’s Packaging segment competes globally with manufacturers of value-added bleached and unbleached paperboard for packaging and graphic applications, as well as specialty paperboards, and numerous national and regional packaging service providers in the package design, development and manufacturing arenas. The Paper segment competes with numerous other major paper manufacturers, both domestic and foreign, including coated, carbonless and digital paper producers in the printing and writing segments and decorative laminating papermakers. The Consumer and Office Products segment competes with national and regional converters as well as foreign producers. The Specialty Chemicals segment competes on a worldwide basis with producers of activated carbons, refined tall oil products, lignin-based chemicals and specialty resins.

 

Research

 

MeadWestvaco’s research and development efforts are primarily focused on innovative product development and manufacturing process improvement; as well as on increased timber and fiber production on a sustainable basis.

 

Environmental Laws and Regulations

 

MeadWestvaco’s 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. Prior to the merger, Mead and Westvaco made significant capital expenditures to comply with environmental laws, rules and regulations. Due to changes in environmental laws and regulations, the application of such regulations and changes in environmental control technology, it is not possible for MeadWestvaco to predict with certainty the amount of capital expenditures to be incurred for environmental purposes. Taking these uncertainties into account, MeadWestvaco estimates that it will incur approximately $40 million in environmental capital expenditures in 2004 and approximately $69 million in 2005. Approximately $35 million was spent on environmental capital projects in 2003.

 

A portion of anticipated future environmental capital expenditures of MeadWestvaco will concern compliance with regulations promulgated under the Clean Air Act and Clean Water Act (the “Cluster Rules”) designed to reduce air and water discharges of specific substances from U.S. pulp and paper mills by 2006. Mead and Westvaco have taken major steps to comply with the Cluster Rules. MeadWestvaco expects to incur capital expenditures beyond the expenditures stated above by approximately $13 million to comply with the Cluster Rules by 2006.

 

MeadWestvaco 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 Mead or Westvaco. The company is currently named as a potentially responsible party (“PRP”), or has received third-party requests for contribution under the Comprehensive

 

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Environmental Response, Compensation and Liability Act (CERCLA) and similar state or local laws with respect to numerous sites. Some of these proceedings are described in more detail in Part I, Item 3, “Legal Proceedings.” 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. MeadWestvaco has liabilities of approximately $33 million for estimated potential cleanup costs based upon its close monitoring of ongoing activities and its past experience with these matters. Amounts to be charged to this liability are not included in the anticipated capital expenditures previously stated. 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 $35 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, the resolution of pending litigation and proceedings are not expected to have a material adverse effect on the consolidated financial condition, liquidity or results of operations of the company.

 

Additional matters involving environmental proceedings for MeadWestvaco are set forth in Part I, Item 3, “Legal proceedings.”

 

Employees

 

MeadWestvaco employs approximately 29,400 people worldwide, of whom approximately 21,800 are employed in the United States and 7,600 are employed internationally. Of this group, approximately 13,100 employees are represented by various labor unions under collective bargaining agreements. Additionally, most of MeadWestvaco’s European facilities have separate house union agreements or series of agreements specific to the workforce at each facility.

 

International operations

 

MeadWestvaco’s operations outside the United States are conducted through subsidiaries located in Canada, Latin America, Europe and Asia. While there are risks inherent in foreign investments, MeadWestvaco does not believe at this time that such risks are material to its overall business prospects. MeadWestvaco’s sales that were attributable to domestic operations were 82% and 85% for the years ended December 31, 2003 and 2002, 83% during the Transition Period and 89% for the fiscal year ended October 31, 2001. MeadWestvaco’s sales that were attributable to foreign operations were 18% and 15% for the years ended December 31, 2003 and 2002, 17% during the Transition Period and 11% for fiscal year 2001. Export sales from MeadWestvaco’s U.S. operations were approximately 12% in each of the years ended December 31, 2003 and 2002, 15% during the Transition Period and 14% of MeadWestvaco’s fiscal year sales in 2001. For more information about domestic and foreign operations, see Note S to the consolidated financial statements included in the MeadWestvaco 2003 Annual Report to Shareholders, incorporated herein by reference.

 

Available Information

 

The company’s Internet address is www.meadwestvaco.com. Please note that MeadWestvaco’s Internet address is included in this annual report on Form 10-K as an inactive textual reference only. The information contained on the company’s website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report. MeadWestvaco files annual, quarterly and

 

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current reports, proxy statements and other information with the SEC and it makes available free of charge most of the company’s SEC filings through its Internet website as soon as reasonably practicable after these materials are filed electronically with the SEC. You may access these filings via the hyperlink to the SEC website provided on the Investor Information page of the company’s website.

 

Item 2. Properties

 

MeadWestvaco is headquartered in Stamford, Connecticut, and maintains a significant corporate and operational presence in Dayton, Ohio. MeadWestvaco believes that its facilities have sufficient capacity to meet current production requirements. For information concerning the company’s forestlands, see Part I, Item 1, “Business.” The location of MeadWestvaco’s production facilities are as follows:

 

Packaging

    

Paperboard Mills

    

Cottonton, Alabama

   North Charleston, South Carolina

Covington, Virginia

   Tres Barras, Santa Catarina, Brazil

Evadale, Texas

   Valinhos, São Paulo, Brazil

Extrusion and Sheeting Plants

    

Low Moor, Virginia

   Venlo, The Netherlands

Silsbee, Texas

    

Consumer Packaging Plants

    

Birmingham, United Kingdom

   London, United Kingdom (Leased)

Bydgoszcz, Poland

   Louisa, Virginia (Leased)

Caguas, Puerto Rico (Leased)

   Louisville, Kentucky (Leased)

Corby, United Kingdom

   Manaus, Amazonas, Brazil

Crimmitschau, Germany

   Mebane, North Carolina

Dresden, Germany

   Melrose Park, Illinois (Leased)

Dublin, Ireland (Leased)

   Moscow, Russian Federation (Leased)

Elizabethtown, Kentucky

   Pine Brook, New Jersey

Enschede, The Netherlands

   Pittsfield, Massachusetts (Leased)

Franklin Park, Illinois (Leased)

   Salzburg, Austria (Leased)

Freden, Germany

   Slough, United Kingdom (Leased)

Garner, North Carolina

   Svitavy, Czech Republic

Graz, Austria

   Swindon, United Kingdom (Leased)

Grover, North Carolina

   Uden, The Netherlands (Leased)

Haarlem, The Netherlands

   Valinhos, São Paulo, Brazil

Jacksonville, Illinois

   Warrington, Pennsylvania (Leased)

Krakow, Poland

   Warsaw, Poland (Leased)

Littlehampton, United Kingdom (Leased)

    

Lumber Product Plants

    

Cottonton, Alabama

   Summerville, South Carolina

Corrugated Container Plants

    

Blumenau, Santa Catarina, Brazil

   Pacajus, Ceara, Brazil

Manaus, Amazonas, Brazil

   Valinhos, São Paulo, Brazil

 

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Packaging Systems Plants

    

Ajax, Ontario, Canada

   Chicago, Illinois

Atlanta, Georgia

   Deols, France

Bilboa, Spain

   Lanett, Alabama

Borghetto di Avio, Italy

   Roosendaal, The Netherlands

Bristol, United Kingdom

   Shimada, Japan

Buena Park, California

   Smyrna, Georgia

Chateauroux, France

   Trier, Germany

Papers

    

Paper Mills

    

Chillicothe, Ohio

   Rumford, Maine

Escanaba, Michigan

   South Lee, Massachusetts

Luke, Maryland

   Wickliffe, Kentucky

Potsdam, New York

    

Carbonless Converting Plant

    

Fremont, Ohio

    

Coated Converting Plant

    

Chillicothe, Ohio

    

Consumer & Office Products

    

Plants and Distribution Centers

    

Alexandria, Pennsylvania

   Nuevo Laredo, Mexico

Garden Grove, California

   St. Joseph, Missouri

Garland, Texas

   Sidney, New York

Mexico City, Mexico

   Toronto, Ontario, Canada

Envelope Plants

    

Atlanta, Georgia

   Kenosha, Wisconsin

Dallas, Texas

   Los Angeles, California

Enfield, Connecticut

   Williamsburg, Pennsylvania

Indianapolis, Indiana

    

Specialty Chemicals

    

Covington, Virginia

   North Charleston, South Carolina

Delran, New Jersey

   Waynesboro, Georgia

DeRidder, Louisiana

   Wickliffe, Kentucky

Forestry Centers

    

Chillicothe, Ohio

   Summerville, South Carolina

Escanaba, Michigan

   Tres Barras, Santa Catarina, Brazil

Phenix City, Alabama

   Wickliffe, Kentucky

Rupert, West Virginia

    

Research Facilities

    

Chillicothe, Ohio

   North Charleston, South Carolina

Laurel, Maryland

   Summerville, South Carolina

 

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Leases

 

For financial data on certain MeadWestvaco leases, see Note H to the consolidated financial statements, included in the MeadWestvaco 2003 Annual Report to Shareholders, and incorporated herein by reference.

 

Other information

 

A limited number of MeadWestvaco facilities are owned, in whole or in part, by municipal or other public authorities pursuant to standard industrial revenue bond financing arrangements and are accounted for as property owned by MeadWestvaco. MeadWestvaco holds options under which it may purchase each of these facilities from such authorities by paying a nominal purchase price and assuming the indebtedness of the industrial revenue bonds at the time of the purchase.

 

MeadWestvaco owns in fee all of the facilities listed above, except certain warehouses and general offices, as noted, and pending purchases.

 

Item 3. Legal proceedings

 

In 1998 and 1999, the EPA issued Notices of Violation to eight paper industry facilities, including Westvaco’s Luke, Maryland mill, alleging violation of the PSD regulations under the Clean Air Act. On August 28, 2000, an enforcement action in Federal District Court in Maryland was brought against Westvaco asserting violations in connection with capital projects at the mill carried out in the 1980s. The action alleges that Westvaco did not obtain PSD permits or install required pollution controls, and sought penalties of $27,500 per day for each claimed violation together with the installation of control equipment. MeadWestvaco strongly disagrees with the EPA’s allegations of Clean Air Act violations by Westvaco and is vigorously defending this action. On April 23, 2001, the Court granted Westvaco’s Motion for Partial Dismissal and dismissed the EPA’s claims for civil penalties under the major counts of the complaint. The Court held that these significant penalties were barred by the applicable statute of limitations. Discovery is proceeding in connection with the remaining claims. No trial date has been set, but a trial is not expected to commence before late 2004. Based on information currently available, MeadWestvaco does not expect this proceeding will have a material adverse effect on the consolidated financial condition, liquidity or results of operations of the company.

 

In June 1996, the EPA issued administrative orders under Section 106 of CERCLA to Mead and two other potentially responsible parties (PRPs), as part of the EPA’s plans for the interim remediation of certain property within the Chattanooga Creek (Tennessee) Superfund site, including land located near a closed Mead manufacturing facility. In 1997, Mead indicated its intent to not comply with the Section 106 order. A party who, without sufficient cause, refuses to comply with a Section 106 Order may be subject to fines of up to $27,500 per day and punitive damages in an amount up to three times the costs incurred by the EPA as a result of the failure to comply with the order. MeadWestvaco believes that Mead had sufficient cause not to comply with the Section 106 Order, and that there is little likelihood of the imposition of fines

 

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or punitive damages having a material adverse effect on the consolidated financial condition, liquidity or results of operations of the company.

 

The EPA has completed the interim removal action, at a cost of approximately $13 million. The EPA and the PRPs are currently in settlement discussions concerning the interim removal action. In 2002, the EPA issued its Record of Decision for final remediation of the overall Chattanooga Creek Superfund site, including additional portions not included within interim removal action at an estimated cost of approximately $9 million. The EPA and the PRPs have commenced discussions concerning allocation of liability and implementation of a remedy. Based on information currently available MeadWestvaco does not expect this proceeding will have a material adverse effect on the consolidated financial condition, liquidity or results of operations of the company.

 

MeadWestvaco has established liabilities of approximately $33 million relating to the aforementioned and other environmental proceedings. Additional information is included in Part I, Item 1, “Business - Environmental Laws and Regulations,” and Note O to the consolidated financial statements included in the MeadWestvaco 2003 Annual Report to Shareholders incorporated herein by reference.

 

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 proceeding, lawsuit or claim that is pending or threatened, or all of them combined, will have a material adverse effect on its consolidated financial condition, liquidity or results of operations.

 

Item 4. Submission of matters to a vote of security holders

 

There were no matters submitted to a vote of security holders of MeadWestvaco, through the solicitation of proxies or otherwise, during the fourth quarter of 2003.

 

Executive officers of the registrant

 

The following table sets forth certain information concerning the executive officers of MeadWestvaco:

 

Name


   Age*

  

Present position


  

Year in which

service in present

position began


John A. Luke, Jr.**

   55    Chairman and Chief Executive Officer    2002

James A. Buzzard

   49    President    2003

Rita V. Foley

   50    Senior Vice President    2002

Cynthia A. Niekamp

   44    Senior Vice President and Chief Financial Officer    2003

Linda V. Schreiner

   44    Senior Vice President    2002

Mark T. Watkins

   50    Senior Vice President    2002

Wendell L. Willkie, II

   52    Senior Vice President, General Counsel and Secretary    2002

Linda C. Sheffield

   47    Vice President    2004

Daniel J. McIntyre

   50    Vice President    2003

Robert E. Birkenholz

   43    Treasurer    2004

John E. Banu

   56    Controller    2002

 

* As of March 1, 2004

 

** Director of MeadWestvaco

 

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MeadWestvaco’s officers are elected by the Board of Directors annually for one-year terms.

 

John A. Luke, Jr., President and Chief Executive Officer 2002-2003, Chairman of the Board, Chief Executive Officer and President of Westvaco 1996-2002;

 

James A. Buzzard, Executive Vice President 2002-2003, Executive Vice President of Westvaco 2000-2002, Senior Vice President 1999, Vice President 1992-1999;

 

Rita V. Foley, Senior Vice President of Westvaco 1999-2002, Independent Consultant 1998-1999;

 

Cynthia A. Niekamp, Senior Vice President 2002-2003, President of the Mead Specialty Paper Division 1998-2002;

 

Linda V. Schreiner, Senior Vice President of Westvaco 2000-2002, Manager of Strategic Leadership Development 1999-2000, Senior Manager of Arthur D. Little, Inc. 1998-1999, Vice President of Signet Banking Corporation 1988-1998;

 

Mark T. Watkins, Vice President of Mead 2000-2002, Vice President, Human Resources and Organizational Development of the Mead Paper Division 1999, Vice President, Michigan Operations of Mead Paper Division 1997;

 

Wendell L. Willkie, II, Senior Vice President and General Counsel of Westvaco 1996-2002;

 

Linda C. Sheffield, Director, Internal Audit 2002-2004, Vice President and Director, Mead Financial Service Center 1999-2002, Vice President and Director of Audits 1998-1999.

 

Daniel J. McIntyre, Vice President, Public Policy of Pharmacia, Inc. 2000-2003, Vice President, Public Policy and Communications, Bayer Corporation, Pharmaceutical Division 1994-2000.

 

Robert E. Birkenholz, Assistant Treasurer 2003-2004, Assistant Treasurer, Amerada Hess Corporation 1997-2002;

 

John E. Banu, Vice President of Westvaco 1999-2002, Comptroller 1995-1999.

 

There are no family relationships among executive officers or understandings between any executive officer and any other person pursuant to which the officer was selected as an officer.

 

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Part II

 

Item 5. Market for the registrant’s common stock and related security holder matters

 

(a) Market and price range of common stock

 

MeadWestvaco’s common stock is traded on the New York Stock Exchange under the symbol MWV.

 

    

Year ended

December 31, 2003


  

Year ended

December 31, 2002


STOCK PRICES


   High

   Low

   High

   Low

First Quarter

   $ 26.86    $ 21.37    $ 36.50    $ 28.66

Second Quarter

     26.35      21.72      33.95      28.07

Third Quarter

     27.35      23.50      33.70      17.75

Fourth Quarter

     29.83      24.92      25.85      15.57

 

This table reflects the range of market prices of MeadWestvaco common stock as quoted in the New York Stock Exchange Composite Transactions.

 

(b) Approximate number of common shareholders

 

At December 31, 2003, the number of shareholders of record of MeadWestvaco common stock was approximately 36,740. This number includes approximately 21,000 current or former employees of the company who were MeadWestvaco shareholders by virtue of their participation in the company’s savings and investment plans.

 

(c) Dividends

 

The following table reflects historical dividend information for MeadWestvaco for the periods indicated.

 

DIVIDENDS PER SHARE


  

Year ended

December 31, 2003


  

Year ended

December 31, 2002


First Quarter

   $ .23    $ .23

Second Quarter

     .23      .23

Third Quarter

     .23      .23

Fourth Quarter

     .23      .23
    

  

Year

   $ .92    $ .92
    

  

 

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Item 6. Selected financial data

 

     Years ended

    Two-month
transition
period ended


   

Fiscal years

ended October 31


 
In millions, except per share data

   12/31/03

    12/31/02

    12/31/01

    2001

    2000

    1999

 
EARNINGS                                                 

Net sales

   $ 7,553     $ 7,242     $ 603     $ 3,935     $ 3,857     $ 2,953  

Income (loss) from continuing operations

     (2 )     (3 )     (22 )     88       246       111  

Discontinued operations

             (34 )                                

Cumulative effect of accounting change

     (4 )     (352 )                                

Net income (loss)

     (6 )1     (389 )2     (22 )     883       2464       1115  

Income (loss) from continuing operations

per share - basic and diluted

     (0.01 )     (0.01 )     (0.21 )     0.87       2.44       1.11