UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September~~March 3031, ~~2010~~2011

LOGO

8540 Gander Creek Drive

Miamisburg, Ohio 45342

877.855.7243

		IRS Employer
Commission File Number	Registrant	IRS Employer Identification Number	State of Incorporation
Commission		Identification	State of
File Number	Registrant	Number	Incorporation
001-32956	NEWPAGE HOLDING CORPORATION	05-0616158	Delaware
333-125952	NEWPAGE CORPORATION	05-0616156	Delaware

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.


NewPage Holding Corporation		Yes x No ¨
NewPage Corporation		Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


NewPage Holding Corporation		Yes ¨ No ¨
NewPage Corporation		Yes ¨ No ¨

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

NewPage Holding Corporation Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨ NewPage Corporation Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

NewPage Corporation Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


NewPage Holding Corporation		Yes ¨ No x
NewPage Corporation		Yes ¨ No x

There were 10 Common Shares, $0.01 per share par value, of NewPage Holding Corporation and 100 Common Shares, $0.01 per share par value, of NewPage Corporation outstanding as of ~~November~~May 1, ~~2010~~2011.

This Form 10-Q is a combined quarterly report being filed separately by two registrants: NewPage Holding Corporation and NewPage Corporation. NewPage Corporation meets the conditions set forth in general instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

References to “NewPage Holding” refer to NewPage Holding Corporation, a Delaware corporation; references to “NewPage” refer to NewPage Corporation, a Delaware corporation and a wholly-owned subsidiary of NewPage Holding. References to “NewPage Group” refer to NewPage Group Inc., a Delaware corporation and the direct parent of NewPage Holding. Unless the context provides otherwise, references to “we,” “us” and “our” refer to NewPage Holding and its subsidiaries. All assets, liabilities, income, expenses and cash flows presented for all periods represent those of NewPage Holding’s wholly-owned subsidiary, NewPage, except for activity related to NewPage Holding’s debt and equity and income tax effects. Unless otherwise noted, the information provided pertains to both NewPage Holding and NewPage.

FORWARD-LOOKING STATEMENTS

This quarterly report contains “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include the words “may,” “plans,” “estimates,” “anticipates,” “believes,” “expects,” “intends” and similar expressions. Although we believe that these forward-looking statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected or assumed in our forward-looking statements. These factors, risks and uncertainties include, among others, the following:

•

our substantial level of indebtedness

•

our ability to obtain additional financing or refinance our indebtedness may be limited

•

changes in the supply of, demand for, or prices of our products

•

general economic and business conditions in the United States and Canada and elsewhere

•

the ability of our customers to continue as a going concern, including our ability to collect accounts receivable according to customary business terms

•

the activities of competitors, including those that may be engaged in unfair trade practices

•

changes in significant operating expenses, including raw material and energy costs

•

changes in currency exchange rates

•

changes in the availability of capital

•

changes in the regulatory environment, including requirements for enhanced environmental compliance

• the other factors described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2009~~2010

Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, either to reflect new developments or for any other reason, except as required by law.

INDEX

		Page	~~Page~~
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009		3
	Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010		3
	Consolidated Statements of Operations for the third quarter and three quarters ended September 30, 2010 and 2009		4
	Consolidated Statements of Operations for the first quarter ended March 31, 2011 and 2010		4
	Consolidated Statements of Equity (Deficit) for the three quarters ended September 30, 2010 and 2009		6
	Consolidated Statements of Equity (Deficit) for the first quarter ended March 31, 2011 and 2010		5
	Condensed Consolidated Statements of Cash Flows for the three quarters ended September 30, 2010 and 2009		8
	Condensed Consolidated Statements of Cash Flows for the first quarter ended March 31, 2011 and 2010		7
	Notes to Condensed Consolidated Financial Statements		98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2422
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		3128
Item 4.	Controls and Procedures		3229
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		3229
Item 5.	Other Information		3230
Item 6.	Exhibits		3331
Signatures			3432

PART I FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

~~SEPTEMBER~~MARCH 3031, ~~2010~~2011 AND DECEMBER 31, ~~2009~~2010

Dollars in millions, except per share amounts

	NewPage Holding						NewPage
	Sept. 30,			Dec. 31,			Sept. 30,			Dec. 31,
	Mar. 31,2011			Dec. 31,2010			Mar. 31,2011			Dec. 31,2010
ASSETS	~~2010~~			~~2009~~			~~2010~~			~~2009~~
Cash and cash equivalents	$	89		$	58		$	89		$	58
Accounts receivable, net		~~313~~294			~~296~~292			~~313~~294			~~296~~292
Inventories (Note 3)		~~532~~551			~~602~~523			~~532~~551			~~602~~523
Other current assets		3019			2320			3019			2320
Total current assets		~~883~~873			~~926~~843			~~883~~873			~~926~~843
Property, plant and equipment, net of accumulated depreciation of $1,098 as of September 30, 2010 and $905 as of December 31, 2009		2,798			2,965			2,798			2,965
Property, plant and equipment, net of accumulated depreciation of $1,210 as of March 31, 2011 and $1,159 as of December 31, 2010		2,509			2,558			2,509			2,558
Other assets		114			115			113			114
Port Hawkesbury biomass project (Note 7)		19			5			19			5
TOTAL ASSETS	$	3,795		$	4,006		$	3,794		$	4,005
Other assets		102			106			101			105
TOTAL ASSETS	$	3,503		$	3,512		$	3,502		$	3,511
LIABILITIES AND EQUITY (DEFICIT)
Accounts payable	$	~~201~~204		$	~~230~~195		$	~~201~~204		$	~~230~~195
Other current liabilities		~~307~~264			~~238~~210			~~307~~264			~~238~~210
Total current liabilities		508			468			508			468
Current maturities of long-term debt (Note 6)		1,783			—			1,783			—
Long-term debt (Note 5)		3,393			3,231			3,179			3,030
Total current liabilities		2,251			405			2,251			405
Other long-term obligations		492			493			492			493
Long-term debt (Note 6)		1,604			3,376			1,380			3,157
Commitments and contingencies (Note 12)
Proceeds from NSPI for Port Hawkesbury biomass project (Note 7)		89			80			89			80
Other long-term obligations		528			526			528			526
Commitments and contingencies (Note 14)
EQUITY (DEFICIT)
Common stock, NewPage Holding—10 shares authorized, issued and outstanding, $0.01 per share par value; NewPage—100 shares authorized, issued and outstanding, $0.01 per share par value		—			—			—			—
Additional paid-in capital		~~706~~707			~~685~~707			~~812~~813			~~791~~813
Accumulated deficit		(1,~~035~~373	)		(~~606~~1,280	)		(~~938~~1,266	)		(~~522~~1,178	)
Accumulated other comprehensive loss		(~~269~~303	)		(~~265~~302	)		(~~259~~293	)		(~~255~~292	)
Total equity (deficit)		(~~598~~969	)		(~~186~~875	)		(~~385~~746	)		14(657	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	3,~~795~~503		$	43,~~006~~512		$	3,~~794~~502		$	43,~~005~~511

See notes to condensed consolidated financial statements.

NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

~~THIRD~~FIRST QUARTER ~~AND~~ENDED ~~THREE~~MARCH ~~QUARTERS~~31, ~~ENDED~~ 2011 AND 2010

SEPTEMBER 30, 2010 AND 2009

Dollars in millions

	NewPage Holding						NewPage
	Third QuarterEnded Sept. 30,						Three QuartersEnded Sept. 30,
	First QuarterEnded Mar. 31,						First QuarterEnded Mar. 31,
	2010			2009			2010			2009
	2011			2010			2011			2010
Net sales	$	~~943~~904		$	~~791~~817		$	~~2,650~~904		$	~~2,249~~817
Cost of sales		~~886~~858			~~785~~849			~~2,648~~858			~~2,261~~849
Selling, general and administrative expenses		4140			4749			~~148~~40			~~142~~49
Interest expense (including non-cash interest expense of $15, $59, $47 and $82 and loss on extinguishment of debt of $85 in 2009) (Note 5)		97			199			295			343
Interest expense (including non-cash interest expense of $17, $16, $12 and $12)		100			101			95			97
Other (income) expense, net (Note 8)		(10)			(93)			(13)			(218)
Other (income) expense, net (Note 10)		(2	)		(3	)		(2	)		(3	)
Income (loss) before income taxes		(~~71)~~92	)		(~~147)~~179	)		(~~428)~~87	)		(~~279)~~175	)
Income tax (benefit)		—1			~~(10)~~—			1			~~(20)~~—
Net income (loss)	$	(~~71)~~93	)	$	(~~137)~~179	)	$	(~~429)~~88	)	$	(~~259)~~175	)
Net income (loss)—noncontrolling interests		—			1			—			4
Net income (loss) attributable to the company	$	(71)		$	(138)		$	(429)		$	(263)

See notes to condensed consolidated financial statements.

NEWPAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

THIRD QUARTER AND THREE QUARTERS ENDED

SEPTEMBER 30, 2010 AND 2009

Dollars in millions

	NewPage
	Third QuarterEnded Sept. 30,				Three QuartersEnded Sept. 30,
	2010		2009		2010		2009
Net sales	$	943	$	791	$	2,650	$	2,249
Cost of sales		886		785		2,648		2,261
Selling, general and administrative expenses		41		47		148		142
Interest expense (including non-cash interest expense of $11, $55, $34 and $68 and loss on extinguishment of debt of $85 in 2009) (Note 5)		93		194		282		328
Other (income) expense, net (Note 8)		(10)		(93)		(13)		(218)
Income (loss) before income taxes		(67)		(142)		(415)		(264)
Income tax (benefit)		—		(5)		1		(15)
Net income (loss)		(67)		(137)		(416)		(249)
Net income (loss)—noncontrolling interests		—		1		—		4
Net income (loss) attributable to the company	$	(67)	$	(138)	$	(416)	$	(253)

See notes to condensed consolidated financial statements.

NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (unaudited)

~~THREE~~FIRST ~~QUARTERS~~QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~ 2011

Dollars in millions

	Common Stock				~~Add-~~Additional ~~itional~~ Paid-in Capital		~~Accum-~~Accumulated ~~ulated~~Deficit			~~Accum-~~Accumulated ~~ulated~~ Other ~~Compre-~~Comprehensive ~~hensive~~ Income (Loss)			Total
	Shares		Amount		~~Capital~~		~~Deficit~~			~~(Loss)~~			~~Total~~
Balance at December 31, 2009		10	$	—	$	685	$	(606)		$	(265)		$	(186)
Balance at December 31, 2010		10	$	—	$	707	$	(1,280	)	$	(302	)	$	(875	)
Comprehensive income (loss):
Net income (loss)								(~~429)~~93	)					(~~429)~~93	)
Defined-benefit postretirement plans:
Change in net actuarial gains (losses)											(6)			(6)
Amortization of net actuarial loss on defined benefit plans											(1	)		(1	)
Amortization of net actuarial loss on defined benefit plans											1			1
Cash-flow hedges:
Change in unrealized gains (losses), net of tax benefit of $1											(2)			(2)
Reclassification adjustment to net income (loss)											1			1
Reclassification adjustment to net income (loss), net of tax of $1											1			1
Foreign currency translation adjustment											(1	)		(1	)
Foreign currency translation adjustment											2			2
Comprehensive income (loss)													$	(94	)
Comprehensive income (loss)													$	(433)
Balance at March 31, 2011		10	$	—	$	707	$	(1,373	)	$	(303	)	$	(969	)
Equity awards (Note 6)						22								22
Loan to NewPage Group						(1)								(1)
Balance at September 30, 2010		10	$	—	$	706	$	(1,035)		$	(269)		$	(598)

~~THREE~~FIRST ~~QUARTERS~~QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2009~~2010

Dollars in millions

	Equity Attributable to the Company
	Common Stock				Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
	Common Stock				Add- itional Paid-in		Accum- ulated			Accum- ulated Other Compre- hensive Income			TotalAttribut- able to the			Noncon- trolling
	Shares		Amount
	Shares		Amount		Capital		Deficit			(Loss)			Company			Interests		Total
Balance at December 31, 2009		10	$	—	$	685	$	(606	)	$	(265	)	$	(186	)
Balance at December 31, 2008		10	$	—	$	661	$	(283)		$	(402)		$	(24)		$	26	$	2
Comprehensive income (loss):
Comprehensive income (loss):
Net income (loss)								(179	)					(179	)
Net income (loss)								(263)						(263)			4		(259)
Amortization of net actuarial loss on defined benefit plans											(1	)		(1	)
Amortization of net actuarial loss on defined benefit plans, net of tax of $6											7			7					7
Cash-flow hedges:
Cash-flow hedges:
Change in unrealized gains (losses)											(2	)		(2	)
Change in unrealized gains (losses), net of tax benefit of $9											(13)			(13)					(13)
Reclassification adjustment to net income (loss)											1			1
Reclassification adjustment to net income (loss), net of tax of $10 (Note 2)											67			67					67
Foreign currency translation adjustment											1			1
Foreign currency translation adjustment											12			12					12
Comprehensive income (loss)													$	(180	)
Comprehensive income (loss)													$	(190)		$	4	$	(186)
Equity awards (Note 8)						8								8
Equity awards (Note 6)						7								7					7
Balance at March 31, 2010		10	$	—	$	693	$	(785	)	$	(266	)	$	(358	)
Loan to NewPage Group						(3)								(3)					(3)
Balance at September 30, 2009		10	$	—	$	665	$	(546)		$	(329)		$	(210)		$	30	$	(180)

See notes to condensed consolidated financial statements.

NEWPAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (unaudited)

~~THREE~~FIRST ~~QUARTERS~~QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~2011

Dollars in millions

	Common Stock				~~Add-~~Additional ~~itional~~ Paid-in Capital		~~Accum-~~Accumulated ~~ulated~~Deficit			~~Accum-~~Accumulated ~~ulated~~ Other ~~Compre-~~Comprehensive ~~hensive~~ Income (Loss)			Total
	Shares		Amount		~~Capital~~		~~Deficit~~			~~(Loss)~~			~~Total~~
Balance at December 31, 2009		100	$	—	$	791	$	(522)		$	(255)		$	14
Balance at December 31, 2010		100	$	—	$	813	$	(1,178	)	$	(292	)	$	(657	)
Comprehensive income (loss):
Net income (loss)								(~~416)~~88	)					(~~416)~~88	)
Defined-benefit postretirement plans:
Change in net actuarial gains (losses)											(6)			(6)
Amortization of net actuarial loss on defined benefit plans											(1	)		(1	)
Amortization of net actuarial loss on defined benefit plans											1			1
Cash-flow hedges:
Change in unrealized gains (losses), net of tax benefit of $1											(2)			(2)
Reclassification adjustment to net income (loss)											1			1
Reclassification adjustment to net income (loss), net of tax of $1											1			1
Foreign currency translation adjustment											(1	)		(1	)
Foreign currency translation adjustment											2			2
Comprehensive income (loss)													$	(89	)
Comprehensive income (loss)													$	(420)
Balance at March 31, 2011		100	$	—	$	813	$	(1,266	)	$	(293	)	$	(746	)
Equity awards (Note 6)						22								22
Loans to parent companies						(1)								(1)
Balance at September 30, 2010		100	$	—	$	812	$	(938)		$	(259)		$	(385)

~~THREE~~FIRST ~~QUARTERS~~QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2009~~2010

Dollars in millions

	Equity Attributable to the Company
	Common Stock				Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
	Common Stock				Add- itional Paid-in		Accum- ulated			Accum- ulated Other Compre- hensive Income			TotalAttribut- able to the			Noncon- trolling
	Shares		Amount
	Shares		Amount		Capital		Deficit			(Loss)			Company			Interests		Total
Balance at December 31, 2009		100	$	—	$	791	$	(522	)	$	(255	)	$	14
Balance at December 31, 2008		100	$	—	$	767	$	(214)		$	(396)		$	157		$	26	$	183
Comprehensive income (loss):
Comprehensive income (loss):
Net income (loss)								(175	)					(175	)
Net income (loss)								(253)						(253)			4		(249)
Amortization of net actuarial loss on defined benefit plans											(1	)		(1	)
Amortization of net actuarial loss on defined benefit plans, net of tax of $6											7			7					7
Cash-flow hedges:
Cash-flow hedges:
Change in unrealized gains (losses)											(2	)		(2	)
Change in unrealized gains (losses), net of tax benefit of $9											(13)			(13)					(13)
Reclassification adjustment to net income (loss)											1			1
Reclassification adjustment to net income (loss), net of tax of $6 (Note 2)											71			71					71
Foreign currency translation adjustment											1			1
Foreign currency translation adjustment											12			12					12
Comprehensive income (loss)													$	(176	)
Comprehensive income (loss)													$	(176)		$	4	$	(172)
Equity awards (Note 8)						8								8
Equity awards (Note 6)						7								7					7
Balance at March 31, 2010		100	$	—	$	799	$	(697	)	$	(256	)	$	(154	)
Loans to parent companies						(3)								(3)					(3)
Balance at September 30, 2009		100	$	—	$	771	$	(467)		$	(319)		$	(15)		$	30	$	15

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

~~THREE~~FIRST ~~QUARTERS~~QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~2011 AND ~~2009~~2010

Dollars in millions

	NewPage Holding						NewPage
	Three Quarters						Three Quarters
	First QuarterEnded Mar. 31,						First QuarterEnded Mar. 31,
	Ended Sept. 30,						Ended Sept. 30,
	2011			2010			2011			2010
	2010			2009			2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(~~429)~~93	)	$	(~~259)~~179	)	$	(~~416)~~88	)	$	(~~249)~~175	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization		~~203~~62			~~208~~68			~~203~~62			~~208~~68
Non-cash interest expense		4717			8216			3412			6812
Loss on extinguishment of debt (Note 5)		—			72			—			72
(Gain) loss on disposal and impairment of assets		1			6			1			6
(Gain) loss on disposal and impairment of assets		9			5			9			5
Non-cash U.S. pension expense		6			9			6			9
Deferred income taxes		—			(21)			—			(17)
Equity award expense (Note 8)		—			8			—			8
Non-cash U.S. pension expense		26			37			26			37
Change in operating assets and liabilities		27			68			27			68
Equity award expense (Note 6)		21			7			21			7
Net cash provided by (used for) operating activities		20			(4	)		20			(4	)
Change in operating assets and liabilities		32			(144)			32			(144)
Net cash provided by (used for) operating activities		(91)			(13)			(91)			(13)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(~~49)~~14	)		(~~45)~~11	)		(~~49)~~14	)		(~~45)~~11	)
Proceeds from sales of assets		121			2211			121			2211
Other investing activities		(2)			—			(2)			—
Expenditures for Port Hawkesbury biomass project (Note 7)		(10	)		—			(10	)		—
Net cash provided by (used for) investing activities		(~~39)~~23	)		~~(23)~~—			(~~39)~~23	)		~~(23)~~—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt		67—			~~1,598~~67			67—			~~1,598~~67
Payment of financing costs		(4)1	)		(~~54)~~4	)		(4)1	)		(~~54)~~4	)
Loans to parent companies		(1)			(3)			(1)			(3)
Borrowings on revolving credit facility		244			124			244			124
Repayments of long-term debt		—			(1,584)			—			(1,584)
Payments on revolving credit facility		(242	)		(176	)		(242	)		(176	)
Borrowings on revolving credit facility		735			907			735			907
Proceeds from NSPI for Port Hawkesbury biomass project (Note 7)		2			—			2			—
Payments on revolving credit facility		(667)			(823)			(667)			(823)
Net cash provided by (used for) financing activities		3			11			3			11
Net cash provided by (used for) financing activities		130			41			130			41
Effect of exchange rate changes on cash and cash equivalents		1			1			1			1
Effect of exchange rate changes on cash and cash equivalents		3			3			3			3
Net increase (decrease) in cash and cash equivalents		1			8			1			8
Net increase (decrease) in cash and cash equivalents		3			8			3			8
Cash and cash equivalents at beginning of period		8			5			8			5
Cash and cash equivalents at beginning of period		5			3			5			3
Cash and cash equivalents at end of period	$	9		$	13		$	9		$	13
Cash and cash equivalents at end of period	$	8		$	11		$	8		$	11
SUPPLEMENTAL INFORMATION
Cash paid for interest	$	~~210~~10		$	~~153~~13		$	~~210~~10		$	~~153~~13

See notes to condensed consolidated financial statements.

NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

NEWPAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Dollars in millions, except per share amounts

1.	BASIS OF PRESENTATION

NewPage Holding Corporation (“NewPage Holding”) is a holding company that owns all of the outstanding capital stock of NewPage Corporation. NewPage Corporation and its subsidiaries are engaged in manufacturing, marketing and distributing printing papers used primarily for commercial printing, magazines, catalogs, textbooks and labels. Our products include coated, uncoated, supercalendered, newsprint and specialty papers and market pulp. Our products are manufactured at multiple mills in the United States and one mill in Canada and are supported by multiple distribution and converting locations. We operate within one operating segment. The condensed consolidated financial statements include the accounts of NewPage Holding and all entities it controls. All intercompany transactions and balances have been eliminated.

Unless the context provides otherwise, the terms “we,” “our” and “us” refer to NewPage Holding and its consolidated subsidiaries, including NewPage Corporation, a separate public-reporting company. Unless otherwise noted, “NewPage” refers to NewPage Corporation and its consolidated subsidiaries. Other than NewPage Holding’s debt obligation and related financing costs, interest expense and income tax effects, all other assets, liabilities, income, expenses, and cash flows presented for all periods represent those of its wholly-owned subsidiary, NewPage. Unless otherwise noted, the information provided pertains to both NewPage Holding and NewPage.

These interim condensed consolidated financial statements have not been audited. However, in the opinion of management, these financial statements include all normal recurring adjustments necessary for a fair statement in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in annual financial statements presented in accordance with U.S. GAAP have been condensed or omitted. The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying financial statements should be read in conjunction with the annual financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2009~~2010.

2.	FINANCIAL INSTRUMENTS

Derivative Financial Instruments

We periodically use derivative financial instruments as part of our overall strategy to manage exposure to market risks associated with foreign currency exchange rate and natural gas price fluctuations. We do not hold or issue derivative financial instruments for trading purposes. We regularly monitor the credit-worthiness of the counterparties to our derivative instruments in order to manage our credit risk exposures under these agreements. Our risk of loss in the event of nonperformance by any counterparty under derivative financial instrument agreements is not considered material by management. These derivative instruments are measured at fair value and are classified as other assets or other long-term obligations on our balance sheets depending on the fair value of the instrument.

If the derivative is designated as a fair-value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash-flow hedge, the effective portion of the change in the fair value of the derivative is recorded in

accumulated other comprehensive income (loss) and is recognized in the consolidated statements of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash-flow hedges and financial instruments not designated as hedges are recognized in earnings.

Prior to our debt refinancing in September 2009, we utilized interest rate swaps to manage our exposure to market risks from interest rate fluctuations. During the third quarter ended September 30, 2009, we reclassified $48 of unrealized losses from accumulated other comprehensive income (loss) to interest expense as the hedged forecasted cash flows were no longer probable of occurring as a result of the refinancing. After our debt refinancing, we no longer had sufficient variable-rate debt exposure for our outstanding interest rate swaps to qualify for hedge accounting treatment and recorded the fair value of the interest rate swaps as other current liabilities with changes in fair value recognized as an adjustment to interest expense. We recognized in interest expense a (gain) loss of zero and $3 for the third quarter and three quarters ended September 30, 2010, for interest rate swaps that did not qualify for hedge accounting.

Interest Rates

AsWe ofmeasure ~~December 31,~~the ~~2009,~~fair wevalues ~~had~~of ~~outstanding~~our interest rate swaps ~~totaling~~ ~~$900~~using ~~for~~observable ~~which~~interest-rate weyield ~~received~~curves ~~amounts~~for ~~based~~comparable onassets ~~LIBOR~~ and ~~paid~~liabilities ~~amounts~~at ~~based~~commonly ~~on a fixed rate~~quoted intervals. As of ~~December~~March 31, ~~2009~~2011, we ~~also~~ had ~~outstanding~~no ~~a $200~~ interest rate ~~swap~~swaps ~~with an offsetting exposure for which we received amounts based on a fixed rate and paid amounts based on LIBOR~~outstanding. During the ~~third~~first quarter of 2010, we ~~settled~~recognized ~~the~~in ~~remaining liability for all~~ interest ~~rate~~expense ~~agreements.~~a Weloss ~~measured the fair values~~ of ~~our~~$4 for interest rate swaps ~~using~~that ~~observable~~did ~~interest-rate~~not ~~yield~~qualify ~~curves~~ for ~~comparable~~ ~~assets~~hedge ~~and liabilities at commonly quoted intervals~~accounting. We paid cash of $~~21 and $15~~ 7 on our interest rate agreements for the ~~third~~first quarter ended ~~September~~March 3031, 2010. ~~and~~Also, ~~2009~~during ~~and~~the first quarter of 2010, we ~~paid~~locked ~~cash~~in ofthe ~~$34~~floating ~~and~~rate ~~$31~~components onof ~~our~~the remaining interest rate ~~agreements for~~swaps and subsequently settled the ~~three~~remaining ~~quarters~~liability in ~~ended~~the ~~September 30,~~third ~~2010~~quarter ~~and~~of ~~2009~~2010.

Natural Gas

In order to hedge the future cost of natural gas consumed at our mills, we engage in financial hedging of future gas purchase prices, designated as cash flow hedges. We hedge with financial instruments that are priced based on New York Mercantile Exchange ~~(“NYMEX”)~~ natural gas futures contracts. We do not hedge basis (the effect of varying delivery points or locations) or transportation costs (the cost to transport the gas from the delivery point to a company location) under these transactions. As of ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010, we were party to natural gas futures contracts for notional amounts aggregating 1560,~~190,~~000 and 2800,~~130,~~000 MMBTUs, which expire through October 2011. We measure the fair values of our natural gas contracts based on natural gas futures contracts priced on the ~~NYMEX~~New York Mercantile Exchange.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010, the fair values and carrying amounts of our financial assets and liabilities measured on a recurring basis are as follows:

	Sept. 30,			Dec. 31,
	Mar. 31,			Dec. 31,
Significant other observable inputs (Level 2)	~~2010~~2011			~~2009~~2010
Qualifying as hedges—
Other long-term liabilities—natural gas contracts	$	(3)1	)	$	(2)	)
Not qualifying as hedges—
Other current liabilities:
Interest rate swap agreements	$	—		$	(35)
Interest rate swap agreements		—			4

The amount of gain (loss) on cash flow hedges recognized in accumulated other comprehensive income (loss) (“AOCI”) and the amount reclassified to income (loss) during the ~~third~~first quarter ~~and three quarters~~ ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 are as follows:

	Amount of gain (loss) recognized			Location of gain (loss) reclassified from AOCI to		Amount of gain (loss) reclassified from AOCI to income
	Amount ofgain (loss)recognized			Location of gain(loss) reclassifiedfrom AOCI to		Amount ofgain (loss)reclassifiedfrom AOCIto income
Derivative Type	in OCI			income (loss)		(loss)
Third Quarter Ended September 30, 2010
First Quarter Ended March 31, 2011
Natural gas contracts	$	(1—	)		Cost of sales	$	—(1	)
Three Quarters Ended September 30, 2010
First Quarter Ended March 31, 2010
Natural gas contracts	$	(32	)		Cost of sales	$	(21	)
Third Quarter Ended September 30, 2009
Interest rate swap agreements	$	(17	)		Interest expense	$	(57	)
Natural gas contracts		(1	)		Cost of sales		(2	)
Three Quarters Ended September 30, 2009
Interest rate swap agreements	$	(18	)		Interest expense	$	(73	)
Natural gas contracts		(4	)		Cost of sales		(4	)

Assets and Liabilities Not Carried at Fair Value

The fair value of long-term debt is based upon quoted market prices for the same or similar issues or on the current interest rates available to us for debt of similar terms and maturities. At ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010, the carrying amounts of all other assets and liabilities that qualify as financial instruments approximated their fair value. Details of our long-term debt are as follows:

September 30, 2010

December 31, 2009

March 31, 2011

December 31, 2010

FairValue

CarryingAmount

FairValue

CarryingAmount

Fair

Carrying

Fair

Carrying

Value

Amount

Value

Amount

Long-term debt:

NewPage Holding

(2,~~264~~668

)

(3,~~243~~236

)

(2,~~686~~456

)

(3,~~083~~224

)

NewPage

(2,~~252~~636

)

(3,~~029~~012

)

(2,~~624~~425

)

(23,~~882~~005

)

Other Fair Value Disclosures

See Note 4 for fair value information of assets held for sale recorded at fair value.

3.	INVENTORIES

Inventories as of March 31, 2011 and December 31, 2010 consist of:


	Mar. 31,		Dec. 31,
	2011		2010

Finished and in-process goods	$	306	$	298
Raw materials		110		91
Stores and supplies		135		134

	$	551	$	523

If inventories had been valued at current costs, they would have been valued at $540 and $496 at March 31, 2011 and December 31, 2010.

4.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment includes approximately $43 in net book value of assets held for sale as of March 31, 2011. The assets held for sale are classified as Level 3 for the use of inputs in determining fair value.

5.	ACCOUNTS PAYABLE

Accounts payable as of March 31, 2011 and December 31, 2010 includes $11 and $31 of outstanding checks in excess of cash.

6.	LONG-TERM DEBT

The balances of long-term debt as of March 31, 2011 and December 31, 2010 are as follows:


	Mar. 31,		Dec. 31,
	2011		2010
*NewPage:*
Revolving credit facility	$	95	$	92
11.375% first-lien senior secured notes (face amount $1,770)		1,688		1,684
Floating rate second-lien senior secured notes (LIBOR plus 6.25%)		225		225
10% second-lien senior secured notes (face amount $806)		805		805
12% senior subordinated notes (face amount $200)		199		199
Capital lease		151		152

Total long-term debt, including current portion		3,163		3,157
Current portion of long-term debt		1,783		—

Subtotal		1,380		3,157
*NewPage Holding—*
Senior unsecured NewPage Holding PIK Notes (face amount $228 and $224; LIBOR plus 7.00%)		224		219

Long-term debt	$	1,604	$	3,376

In January 2011, we amended our revolving credit facility to extend its termination date. For those lenders who accepted this amendment (aggregating to $470), the revolving credit facility matures on December 21, 2012, unless we do not repay or refinance our floating rate and 10% second-lien senior secured notes (“Second-Lien Notes”) by December 2, 2011, in which case the revolving credit facility matures on March 1, 2012. For the remaining $30 of commitment, the revolving credit facility matures on December 21, 2012 unless we do not repay or refinance our Second-Lien Notes by July 4, 2011, in which case the $30 portion of the revolving credit facility matures on October 3, 2011.

The 11.375% senior secured first-lien notes (the “First-Lien Notes”) mature on the earlier of (i) December 31, 2014 or (ii) the date that is 31 days prior to the maturity date of the Second-Lien Notes, the senior subordinated notes, the NewPage Holding PIK notes or any refinancing thereof. The Second-Lien Notes mature on May 1, 2012. However, if we do not repay or refinance our Second-Lien Notes by January 31, 2012, the First-Lien Notes would mature on March 31, 2012. The senior subordinated notes mature on May 1, 2013. The NewPage Holding PIK Notes mature on November 1, 2013.

As of March 31, 2011, our current liabilities exceeded our current assets by $1,378. This deficit is driven by the classification of our First-Lien Notes and our revolving credit facility as current liabilities. Absent a refinancing of our Second-Lien Notes, an additional $1,030 will become current during the second quarter of 2011. We are exploring various alternatives to address our ongoing capital needs. However, we cannot assure you that we will be able to refinance any of our indebtedness, or that we will be able to do so on commercially reasonable terms. Nor can we assure you that these measures will be sufficient to satisfy our scheduled debt service obligations, or that we will be able to fund our business and operations without additional capital. If we are unable to generate sufficient cash flow or refinance our debt, including our revolving credit facility which is a principal source of our liquidity, prior to the scheduled maturities, it would have a material adverse effect on our financial condition, the value of the outstanding debt and our ability to make required cash payments under our indebtedness.

37. ~~INVENTORIES~~PORT HAWKESBURY BIOMASS PROJECT

~~Inventories~~In November as2010, NewPage Port Hawkesbury Corp. (“NPPH”), an indirect wholly-owned subsidiary of ~~September 30~~ NewPage, ~~2010~~completed the sale of certain assets, including a boiler and ~~December 31~~land at the Port Hawkesbury, ~~2009~~Nova ~~consist~~Scotia mill, to Nova Scotia Power Inc. (“NSPI”) for a cash sales price of: $79. The assets and proceeds of this sale will remain on our books until the completion of the construction phase (proceeds will be shown as a long-term liability).

	Sept. 30, 2010		Dec. 31, 2009
Finished and in-process goods	$	306	$	376
Raw materials		88		86
Stores and supplies		138		140
	$	532	$	602

In addition, NSPI and NPPH entered into a construction agreement for NPPH to construct for NSPI a biomass cogeneration utility plant for the generation of electricity by December 31, 2012 for approximately C$93. All costs of construction up to C$93 will be paid or reimbursed by NSPI. As part of the construction agreement, NPPH is subject to damages for failure to complete certain milestones on time, subject to limitations as provided in the agreement. In addition, NewPage issued a performance guarantee to NSPI, subject to a limitation of C$29, if NPPH defaults on the agreement. NewPage also issued a letter of credit of $10 to NSPI in November 2010 and an additional letter of credit of $5 in January 2011 in accordance with the terms of the construction agreement. All construction costs incurred, both directly and indirectly, will become other assets and all reimbursements and direct payments by NSPI will become long-term liabilities, pending completion of the construction. Upon completion of the construction phase, all the previously described assets and liabilities will be de-recognized from the balance sheet and recognized as (gain) loss on sale of assets in the statement of operations.

IfNSPI ~~inventories~~and ~~had~~NPPH ~~been~~also ~~valued~~entered atinto ~~current~~a ~~costs~~management, ~~they~~operations ~~would~~and maintenance ~~have~~agreement ~~been~~related ~~valued~~to atNPPH ~~$509~~operating the utility assets for and ~~$607~~under atthe ~~September 30~~control of NSPI for an initial period of 25 years plus the period prior to completion of the turbine, ~~2010~~with three automatic five-year renewal terms, unless notice of termination is given. In exchange for these services, NPPH will receive payment from NSPI based upon the amount of energy produced and NPPH will receive a portion of the steam generated from the utility plant for its needs. NPPH is subject to ~~December 31~~liquidated damages in the event that a minimum level of output is not achieved. In addition, ~~2009~~NewPage issued a performance guarantee to NSPI, subject to a limitation of C$15, if NPPH defaults on the agreement.

48. ~~ACCOUNTS PAYABLE~~EQUITY

~~Accounts~~Included ~~payable~~in asselling, ofgeneral and ~~September~~administrative expenses for the first quarter ended March 3031, 2011 and 2010 is equity award expense of zero and ~~December 31~~$8. In February 2010, ~~2009~~the ~~includes~~compensation committee amended the outstanding stock option awards of employees and directors to change the exercise price to $162.00 per share and to vest the unearned performance-based options for 2008 and 2009. Included in the amount of equity award expense for 2010 is $136 to reflect the effects of ~~outstanding~~the ~~checks~~modification inon ~~excess~~the vested time-based options and the vesting of ~~cash~~the prior-year unearned performance-based options.

5. LONG-TERM DEBT

The balances of long-term debt as of September 30, 2010 and December 31, 2009 are as follows:

	Sept. 30,2010		Dec. 31,2009
NewPage:
Revolving credit facility	$	120	$	52
11.375% first-lien senior secured notes (face amount $1,770 and $1,700)		1,680		1,601
Floating rate second-lien senior secured notes (LIBOR plus 6.25%)		225		225
10% second-lien senior secured notes (face amount $806)		805		805
12% senior subordinated notes (face amount $200)		199		199
Capital lease		150		148
Subtotal		3,179		3,030
NewPage Holding—
Senior unsecured NewPage Holding PIK Notes (face amount $219 and
$207; LIBOR plus 7.00%)		214		201
Long-term debt	$	3,393	$	3,231

In February 2010, we issued an additional $70 in aggregate principal amount of 11.375% senior secured notes due 2014 (the “Additional First-Lien Notes”) in a private placement. The Additional First-Lien Notes have the same terms as the existing first-lien senior secured notes.

Included in interest expense for the third quarter of 2009 is a loss of $85 from the extinguishment of debt, including the write-off of $13 of consent fees, and a reclassification adjustment of $48 of unrealized losses from accumulated other comprehensive income (loss) as the hedged forecasted cash flows were no longer probable of occurring as a result of the refinancing.

6. EQUITY

During the third quarter ended September 30, 2010, NewPage loaned $1 to NewPage Group, which was recorded as a reduction in shareholder’s equity as repayment is not assured, to enable NewPage Group to satisfy its obligation to repurchase a former executive officer’s NewPage Group stock.

Included in selling, general and administrative expenses is equity award expense of $2 and $1 for the third quarter ended September 30, 2010 and 2009 and $21 and $7 for the three quarters ended September 30, 2010 and 2009. In February 2010, the compensation committee amended the outstanding stock option awards of employees and directors to change the exercise price to $2.00 per share and vest the unearned performance-based options for 2008 and 2009. Included in the amount of equity award expense for the three quarters ended September 30, 2010 is $8 to reflect the effects of the modification and the vesting of the prior-year unearned performance-based options. Also included in the amount of equity award expense for the three quarters ended September 30, 2010 is $5 of remaining unamortized grant-date fair value relating to the accelerated vesting of stock options previously awarded to certain former executive officers. In accordance with their stock option agreements, upon their separation all of their outstanding stock options became vested. None of these options were exercised by the executive officers.

The following table summarizes activity in the plan:

Shares of NewPage Group issuable under stock options, in thousands	Options		Weighted-averageexerciseprice
Outstanding at December 31, 2009		5,070	$	20.47
Outstanding at December 31, 2010		3,250	$	1.95
Granted		~~2,678~~379		42.0800
Forfeited or expired		(4,426)		9.55
Outstanding at March 31, 2011		3,629		1.95
Outstanding at September 30, 2010		3,322		1.95
Exercisable at March 31, 2011		2,097		2.00
Exercisable at September 30, 2010		1,589		2.00

The outstanding options and the exercisable options at ~~September~~March 3031, ~~2010~~2011 have a weighted-average remaining contractual life of 17.81 years.

We utilize a Black-Scholes pricing model to determine the fair value of options granted. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the term of the awards and projected employee stock option exercise behaviors (term of option). We estimate the expected term of options granted by incorporating the contractual term of the options and employees’ expected exercise behaviors. We estimate the volatility of NewPage Group’s common stock by considering volatility of appropriate peer companies and adjusting for factors unique to our stock, including the effect of debt leverage.

Assumptions used to determine the fair value of option grants are as follows:

	Three Quarters
	First Quarter
	Ended September 30,
	Ended March 31,
	2010			2009
	2011			2010
Weighted-average fair value of options granted	$	20.7538		$	32.0641
Weighted-average assumptions used for grants:
Expected volatility		90	%		90	%
Risk-free interest rate		12.84	%		2.05	%
Expected life of option (in years)		45			54

79. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS

A summary of the components of net periodic costs for the ~~third~~first quarter ~~and three quarters~~ ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 is as follows:

Pension Plans

	U.S. Plans						Canadian Plans
	Third Quarter						Third Quarter
	First Quarter						First Quarter
	Ended Sept. 30,						Ended Sept. 30,
	Ended Mar. 31,						Ended Mar. 31,
	2010			2009			2010			2009
	2011			2010			2011			2010
Service cost	$	64		$	6		$	1		$	1
Interest cost		16			1516			5			45
Expected return on plan assets		(~~16)~~17	)		(~~14)~~16	)		(4)5	)		(4)5	)
Amortization of net loss		43			53			—1			—1
Net periodic cost	$	106		$	129		$	2		$	12
	U.S. Plans						Canadian Plans
	Three Quarters						Three Quarters
	Ended Sept. 30,						Ended Sept. 30,
		2010			2009			2010			2009
Service cost	$	18		$	17		$	3		$	2
Interest cost		48			47			15			13
Expected return on plan assets		(49)			(42)			(14)			(11)
Amortization of net loss		10			15			1			—
Net periodic cost	$	27		$	37		$	5		$	4

1413

Other Postretirement Plans

	U.S. Plans						Canadian Plans
	Third QuarterEnded Sept. 30,						Third QuarterEnded Sept. 30,
	First Quarter						First Quarter
	2010			2009			2010		2009
	Ended Mar. 31,						Ended Mar. 31,
Service cost	$	—		$	—		$	—	$	1
	2011			2010			2011		2010
Interest cost		2			3			1		—
Service cost	$	1		$	—		$	—	$	—
Amortization of net prior service cost (credit)		(3)			—			(1)		—
Interest cost		1			2			—		—
Net periodic cost (income)	$	(1)		$	3		$	—	$	1
Amortization of net prior service cost (credit)		(3	)		(3	)		—		—
	U.S. Plans						Canadian Plans
Net periodic cost (income)	$	(1	)	$	(1	)	$	—	$	—
	Three QuartersEnded Sept. 30,						Three QuartersEnded Sept. 30,
	2010			2009			2010		2009
Service cost	$	1		$	1		$	1	$	1
Interest cost		5			9			1		1
Amortization of net prior service cost (credit)		(9)			(1)			(1)		—
Net periodic cost (income)	$	(3)		$	9		$	1	$	2

810. OTHER (INCOME) EXPENSE

Other (income) expense during the first quarter ended March 31, 2011 and 2010 was $(2) and $(3). During the ~~three quarters~~first quarter ended ~~September~~March 3031, 2010, we recognized $1211 of net loss on disposal and impairment of assets in other (income) expense. In addition, ~~during the third quarter and three quarters ended September 30, 2010,~~ we recognized $(913) ~~and $(22)~~ of (income) for alternative fuel mixture tax credits during the first quarter ended March 31, 2010, as income recognition criteria was met. ~~We recognized $(94) and $(214) of income~~ during the ~~third~~ quarter ~~and three quarters ended September 30, 2009 for alternative fuel mixture tax credits~~.

911. INCOME TAXES

For the ~~third~~first quarter ~~and three quarters~~ ended ~~September~~ March 3031, ~~2010~~2011 and ~~2009~~2010, we recorded a valuation allowance against our net deferred income tax benefit for federal income taxes and for certain states as it was more likely than not that we would not realize those benefits. For the third quarter and three quarters ended September 30, 2009, we allocated $(4) and $7 of tax expense (benefit) to other comprehensive income (loss) and the corresponding offset as an allocation to tax benefit from operations. For the third quarter and three quarters ended September 30, 2009, for NewPage, we have allocated $(8) and $3 of tax expense (benefit) to other comprehensive income (loss) and the corresponding offset as an allocation to tax expense (benefit) from operations. The amounts for the third quarter and three quarters ended September 30, 2009, reflect the reclassification to income tax (benefit) of all amounts previously allocated to other comprehensive income (loss) related to the interest rate swap cash flow hedges. Also included in the third quarter and three quarters ended September 30, 2009 was a tax benefit of $12, reflecting the decreases to our state deferred tax liabilities resulting from changes in our distribution channels that have occurred as part of our integration with Stora Enso North America, Inc. (“SENA”).

1012. RESTRUCTURING

~~During~~Whiting ~~2008,~~Mill ~~we announced~~Closure actions being taken to integrate NewPage operations and the former SENA facilities and services. The restructuring actions included the permanent closure of six paper machines and two mills affecting approximately 980 employees, the permanent closure of a converting facility affecting approximately 160 employees and the reduction of personnel in other areas, including sales, finance and other support functions, affecting approximately 200 employees. Most of the affected employees had separated from the company by December 31, 2008 with the remainder separating in 2009 and 2010. We expect remaining closure-related activities to be completed in 2010.

During the fourth quarter of 2010, we announced the permanent closure of the Whiting, Wisconsin mill by the end of February 2011. Approximately 360 employees at the facility were affected. The decision to close the facility was made in order to better align capacity with market demand. As a result of this action, including the evaluation of capacity needs, during the fourth quarter of 2010, we recorded asset impairment charges for the Whiting mill and the previously-closed Kimberly mill of $196 in other (income) expense and classified these assets as held for sale. During the fourth quarter of 2010 and first quarter of 2011, we recognized $2 and $5 of employee-related costs recorded in cost of sales. In addition, during the first quarter of 2011, we recognized $2 in cost of sales for contract termination and other closure related costs and we expect to recognize additional charges in cost of sales of approximately $15 to $20 for contract termination and other closure related costs during 2011 and subsequent years as contract terms expire. The facility closure and related activities are expected to be substantially completed during the first half of 2011. The severance and other closure cost require the outlay of cash while the asset impairment charge represents a non-cash charge. We expect no material effect on future earnings or cash flows as a result of the Whiting mill closure.

The activity in the accrued restructuring liability relating to these actions for the first quarter ended March 31, 2011 was as follows:


	Closure Costs			Employee Costs

Balance accrued at December 31, 2010	$	—		$	2
Current charges		2			5
Payments		(2	)		(2	)

Balance accrued at March 31, 2011	$	—		$	5

13.

DISPOSITION OF ASSETS

In March 2011, Rumford Paper Company (“Rumford”), a wholly-owned subsidiary of NewPage Corporation, and Rumford Cogeneration Company Limited Partnership, a subsidiary of Rumford, both indirect subsidiaries of NewPage Holding Corporation, entered into an Asset Sale Agreement for the sale of Rumford’s cogeneration energy assets to ReEnergy Rumford LLC (“ReEnergy”) for a sale price of $61, payable one-half in cash at closing and one-half in the form of a 10-year note receivable. The transaction also contemplates an ongoing contractual relationship between the parties, pursuant to which Rumford will supply biomass fuel to ReEnergy and ReEnergy will supply electricity and thermal energy to Rumford. The transaction is not expected to have a material effect on the operating costs of the Rumford mill. We plan to invest the net cash proceeds in our business or use the proceeds to repay indebtedness, or both, in accordance with the terms of our debt instruments. The transaction, which is expected to close during the second or third quarter of 2011, is subject to customary conditions, including the receipt of regulatory approvals and the finalization of agreements outlined in term sheets.

In February 2010, Consolidated Water Power Company (“CWPCo”), an indirect wholly-owned subsidiary of NewPage, announced that it signed an agreement with Wisconsin Rapids Water Works Lighting Commission to sell the CWPCo utility transmission and distribution assets (“CWPCo Utility”), as amended. The purchase price will be equal to the net book value of the assets at the time of closing, subject to adjustment in the agreement. The transaction remains subject to regulatory approvals. In November 2010, CWPCo entered into an asset sale agreement to sell five hydroelectric projects to Great Lakes Utilities for a net cash sales price of approximately $70. The closing of the transaction is subject to completion of the CWPCo Utility sale and regulatory approval. These transactions are expected to close in 2011. We continue to hold and operate the assets in the normal course of our operations.

14.

COMMITMENTS AND CONTINGENCIES

In a notice dated January 25, 2011, staff at the Federal Energy Regulatory Commission, or FERC, reported that they had preliminarily determined that our subsidiary, Rumford Paper Company, or Rumford, violated FERC regulations in connection with Rumford’s participation in ISO-New England’s Day Ahead Load Response Program from July 2007 through February 2008. Under the program, participants were paid to reduce their electrical load on the New England power grid from their “baseline” load levels. FERC asserts that Rumford improperly established and maintained an artificially high baseline, allowing it to receive increased payments under the program. Rumford cooperated with FERC throughout its investigation and has denied any wrongdoing.

Claims have been made against us for the costs of environmental remediation measures taken or to be taken. We are also involved in various other litigation and administrative proceedings arising in the normal course of business. Reserves for these liabilities have been established and no insurance recoveries have been anticipated in the determination of the reserves. Although the ultimate outcome of

~~The~~ these ~~activity~~matters incannot ~~the~~be ~~accrued restructuring~~predicted ~~liability~~with ~~relating~~certainty, towe ~~these~~do ~~actions~~not ~~for~~believe that the ~~three~~currently ~~quarters~~expected ~~ended~~outcome ~~September 30~~of any matter, ~~2010~~lawsuit ~~and~~or ~~2009~~claim ~~was~~that asis ~~follows:~~pending or threatened, or all of them combined, will have a material adverse effect on our financial condition, results of operations or liquidity.

	ClosureCosts		EmployeeCosts
Three Quarters ended September 30, 2010
Balance accrued at December 31, 2009	$	4	$	3
Payments		(4)		(2)
Balance accrued at September 30, 2010	$	—	$	1
Three Quarters ended September 30, 2009
Balance accrued at December 31, 2008	$	14	$	19
Adjustments		—		(1)
Payments		(7)		(14)
Balance accrued at September 30, 2009	$	7	$	4

15.

SUPPLEMENTAL CONSOLIDATING INFORMATION

11NewPage has issued $1,770 face amount of First Lien Notes, $1,031 face amount of Second Lien Notes and $200 face amount of 12% senior subordinated notes. These ~~DISPOSITION~~notes OFare ~~ASSETS~~jointly and severally guaranteed on a full and unconditional basis by NewPage’s 100%-owned subsidiaries, except CWPCo and Rumford Cogeneration Company Limited Partnership, our non-guarantor subsidiaries.

~~On November 3,~~The ~~2010,~~following ~~NewPage~~condensed ~~Port~~consolidating ~~Hawkesbury~~financial ~~Corp.~~statements ~~(“NPPH”),~~have anbeen ~~indirect~~prepared ~~wholly-owned~~from ~~subsidiary~~financial ofinformation ~~NewPage,~~on ~~completed~~ the ~~sale~~same basis of ~~certain~~accounting ~~assets,~~as ~~including a boiler at~~ the ~~Port Hawkesbury, Nova Scotia mill, to Nova Scotia Power Inc.~~ ~~(“NSPI”)~~consolidated ~~for~~financial ~~a cash sales price of Canadian $80~~statements. InInvestments ~~addition,~~in ~~NSPI~~our ~~and~~subsidiaries ~~NPPH~~are ~~have~~accounted ~~entered into an engineering, procurement and construction agreement~~ for ~~NPPH~~under ~~to construct for NSPI a 60 MW biomass cogeneration utility plant for~~ the ~~generation~~ ofequity ~~electricity by December 31, 2012 for approximately Canadian $93~~method. ~~NSPI and NPPH also entered into a management, operations and maintenance agreement related to NPPH operating the utility assets for NSPI.~~

In February 2010, Consolidated Water Power Company (“CWPCo”), an indirect wholly-owned subsidiary of NewPage, announced that it signed an agreement with Wisconsin Rapids Water Works Lighting Commission to sell the CWPCo utility transmission and distribution assets (“CWPCo Utility”). The purchase price will be equal to the net book value of the assets at the time of closing, which is subject to regulatory approvals. On November 1, 2010, CWPCo entered into an asset sale agreement to sell five hydroelectric projects to Great Lakes Utilities for a net cash sales price of approximately $70. The closing of the transaction is subject to completion of the CWPCO Utility sale and regulatory approval. These transactions are not expected to close in 2010. We continue to hold and operate the assets in the normal course of our operations.

In March 2009, NewPage Wisconsin System Inc. (“NPWSI”), an indirect wholly-owned subsidiary of NewPage, completed the sale of a hydroelectric generating facility located in Niagara, Wisconsin to Northbrook Wisconsin, LLC for a net cash sales price of $22. Included in cost of sales for the three quarters ended September 30, 2009 is a loss on the sale of $3.

12. COMMITMENTS AND CONTINGENCIES

Claims have been made against us for the costs of environmental remediation measures taken or to be taken. Reserves for these liabilities have been established and no insurance recoveries have been anticipated in the determination of the reserves. We are involved in various other litigation and administrative proceedings arising in the normal course of business. Although the ultimate outcome of these matters cannot be predicted with certainty, we do 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 our financial condition, results of operations or liquidity.

~~13.~~NEWPAGE ~~SUPPLEMENTAL~~CORPORATION ~~CONSOLIDATING INFORMATION~~

~~NewPage~~SUPPLEMENTAL ~~has~~CONDENSED ~~issued~~CONSOLIDATING ~~$1,770~~BALANCE ~~face~~SHEET amount of 11.375% senior secured notes due May 2014, $225 face amount of floating rate senior secured notes due May 2012, $806 face amount of 10% senior secured notes due May 2012 and $200 face amount of 12% senior subordinated notes due May 2013 (collectively, the “Notes”). The Notes are jointly and severally guaranteed on a full and unconditional basis by NewPage’s 100%-owned subsidiaries, except Consolidated Water Power Company, our non-guarantor subsidiary.

~~The~~MARCH following condensed consolidating financial statements have been prepared from financial information on the same basis of accounting as the consolidated financial statements. Investments in our subsidiaries are accounted for under the equity method. Certain adjustments totaling $18 have been made that decrease the net losses of the parent and guarantor subsidiaries columns in the supplemental consolidating statement of operations for the three quarters ended September 30, 2009, to correct the classification of certain expenses in the period ended March 31, ~~2009.~~2011 ~~This adjustment is not considered material to the periods to which it relates.~~


	NewPage Corporation			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidation/ Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1		$	—	$	8	$	—		$	9
Accounts receivable		236			57		1		—			294
Inventories		229			322		—		—			551
Other current assets		12			6		1		—			19

Total current assets		478			385		10		—			873

Intercompany receivables		1,272			552		179		(2,003	)		—
Property, plant and equipment, net		25			2,437		47		—			2,509
Investment in subsidiaries		1,562			59		—		(1,621	)		—
Port Hawkesbury biomass project		—			19		—		—			19
Other assets		94			6		1		—			101

TOTAL ASSETS	$	3,431		$	3,458	$	237	$	(3,624	)	$	3,502


LIABILITIES AND EQUITY (DEFICIT)
Accounts payable	$	41		$	162	$	1	$	—		$	204
Other current liabilities		164			96		4		—			264
Current maturities of long-term debt		1,783			—		—		—			1,783

Total current liabilities		1,988			258		5		—			2,251

Intercompany payables		544			1,296		163		(2,003	)		—
Long-term debt		1,229			151		—		—			1,380
Proceeds from NSPI for Port Hawkesbury biomass project		—			89		—		—			89
Other long-term liabilities		416			102		10		—			528
Equity (deficit)		(746	)		1,562		59		(1,621	)		(746	)

TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	3,431		$	3,458	$	237	$	(3,624	)	$	3,502

NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

~~SEPTEMBER~~DECEMBER 3031, 2010

	NewPage Corporation			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidation/ Eliminations			Consolidated
	NewPageCorporation			GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Consolidation/Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	21		$	~~(1)~~—	$	7	$	—		$	8
Accounts receivable		~~243~~226			6965		1		—			~~313~~292
Inventories		~~235~~218			~~297~~305		—		—			~~532~~523
Other current assets		2012			97		1		—			3020
Total current assets		~~500~~457			~~374~~377		9		—			~~883~~843
Intercompany receivables		1,~~308~~250			~~460~~504		~~144~~162		(1,~~912)~~916	)		—
Property, plant and equipment, net		2726			2,~~716~~485		5547		—			2,~~798~~558
Investment in subsidiaries		1,773			66		—		(1,839)			—
Port Hawkesbury biomass project		—			5		—		—			5
Other assets		105			7		1		—			113
Investment in subsidiaries		1,554			57		—		(1,611	)		—
TOTAL ASSETS	$	3,713		$	3,623	$	209	$	(3,751)		$	3,794
Other assets		98			6		1		—			105
TOTAL ASSETS	$	3,385		$	3,434	$	219	$	(3,527	)	$	3,511
LIABILITIES AND EQUITY (DEFICIT)
Accounts payable	$	4450		$	~~156~~144	$	1	$	—		$	~~201~~195
Other current liabilities		~~170~~71			~~131~~133		6		—			~~307~~210
Total current liabilities		~~214~~121			~~287~~277		7		—			~~508~~405
Intercompany payables		~~460~~504			1,~~326~~267		~~126~~145		(1,~~912)~~916	)		—
Long-term debt		3,~~029~~005			~~150~~152		—		—			3,~~179~~157
Other long-term liabilities		395			87		10		—			492
Proceeds from NSPI for Port Hawkesbury biomass project		—			80		—		—			80
Equity (deficit)		(385)			1,773		66		(1,839)			(385)
Other long-term liabilities		412			104		10		—			526
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	3,713		$	3,623	$	209	$	(3,751)		$	3,794
Equity (Deficit)		(657	)		1,554		57		(1,611	)		(657	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	3,385		$	3,434	$	219	$	(3,527	)	$	3,511

NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2009

					Non-
	NewPage		Guarantor		Guarantor		Consolidation/
	Corporation		Subsidiaries		Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	$	1	$	—	$	4	$	—	$	5
Accounts receivable		230		65		1		—		296
Inventories		293		309		—		—		602
Other current assets		15		7		1		—		23
Total current assets		539		381		6		—		926
Intercompany receivables		1,262		274		85		(1,621)		—
Property, plant and equipment, net		41		2,867		57		—		2,965
Investment in subsidiaries		1,783		66		—		(1,849)		—
Other assets		110		3		1		—		114
TOTAL ASSETS	$	3,735	$	3,591	$	149	$	(3,470)	$	4,005
LIABILITIES AND EQUITY
Accounts payable	$	54	$	176	$	—	$	—	$	230
Other current liabilities		117		116		5		—		238
Total current liabilities		171		292		5		—		468
Intercompany payables		274		1,279		68		(1,621)		—
Long-term debt		2,882		148		—		—		3,030
Other long-term liabilities		394		89		10		—		493
Equity		14		1,783		66		(1,849)		14
TOTAL LIABILITIES AND EQUITY	$	3,735	$	3,591	$	149	$	(3,470)	$	4,005

NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

~~THIRD~~FIRST QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~2011

	NewPage Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidation/Eliminations			Consolidated
	NewPageCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries		Consolidation/Eliminations			Consolidated
Net sales	$	~~842~~798		$	~~808~~814		$	2319	$	(~~730)~~727	)	$	~~943~~904
Cost of sales		~~791~~765			802			2318		(~~730)~~727	)		~~886~~858
Selling, general and administrative expenses		4139			—1			—		—			4140
Equity in (earnings) loss of subsidiaries		(4)10	)		—(1	)		—		411			—
Interest expense		9192			23			—		—			9395
Other (income) expense, net		~~(10)~~—			—(2	)		—		—			(~~10)~~2	)
Income (loss) before income taxes		(~~67)~~88	)		411			—1		(4)11	)		(~~67)~~87	)
Income tax (benefit)		—			—1			—		—			—1
Net income (loss)	$	(~~67)~~88	)	$	410		$	—1	$	(4)11	)	$	(~~67)~~88	)

NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

~~THREE~~FIRST ~~QUARTERS~~QUARTER ENDED MARCH ~~SEPTEMBER 30~~31, 2010

	NewPage Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidation/Eliminations			Consolidated
	NewPageCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiary		Consolidation/Eliminations			Consolidated
Net sales	$	~~2,375~~732		$	~~2,384~~758		$	6621	$	(~~2,175)~~694	)	$	~~2,650~~817
Cost of sales		~~2,359~~752			~~2,399~~770			6521		(~~2,175)~~694	)		~~2,648~~849
Selling, general and administrative expenses		~~147~~49			1—			—		—			~~148~~49
Equity in (earnings) loss of subsidiaries		3527			~~(1)~~—			—		(~~34)~~27	)		—
Interest expense		~~273~~93			94			—		—			~~282~~97
Other (income) expense, net		(~~23)~~14	)		1011			—		—			(~~13)~~3	)
Income (loss) before income taxes		(~~416)~~175	)		(~~34)~~27	)		1—		3427			(~~415)~~175	)
Income tax (benefit)		—			1—			—		—			1—
Net income (loss)	$	(~~416)~~175	)	$	(~~35)~~27	)	$	1—	$	3427		$	(~~416)~~175	)

2019

NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

THIRD QUARTER ENDED SEPTEMBER 30, 2009

	NewPage Corporation		Guarantor Subsidiaries		Non- Guarantor Subsidiary		Consolidation/ Eliminations		Consolidated
Net sales	$	700	$	623	$	22	$	(554)	$	791
Cost of sales		627		692		21		(555)		785
Selling, general and administrative expenses		41		6		—		—		47
Equity in (earnings) loss of subsidiaries		68		(1)		—		(67)		—
Interest expense		193		1		—		—		194
Other (income) expense, net		(90)		(3)		—		—		(93)
Income (loss) before income taxes		(139)		(72)		1		68		(142)
Income tax (benefit)		(1)		(4)		—		—		(5)
Net income (loss)		(138)		(68)		1		68		(137)
Net income (loss)—noncontrolling interests		—		—		—		1		1
Net income (loss) attributable to the company	$	(138)	$	(68)	$	1	$	67	$	(138)

NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

THREE QUARTERS ENDED SEPTEMBER 30, 2009

	NewPage Corporation		Guarantor Subsidiaries		Non- Guarantor Subsidiary		Consolidation/ Eliminations		Consolidated
Net sales	$	1,772	$	2,077	$	63	$	(1,663)	$	2,249
Cost of sales		1,738		2,128		62		(1,667)		2,261
Selling, general and administrative expenses		128		14		—		—		142
Equity in (earnings) loss of subsidiaries		64		(1)		—		(63)		—
Interest expense		322		6		—		—		328
Other (income) expense, net		(216)		(2)		—		—		(218)
Income (loss) before income taxes		(264)		(68)		1		67		(264)
Income tax (benefit)		(11)		(4)		—		—		(15)
Net income (loss)		(253)		(64)		1		67		(249)
Net income (loss)—noncontrolling interests		—		—		—		4		4
Net income (loss) attributable to the company	$	(253)	$	(64)	$	1	$	63	$	(253)

NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~THREE~~FIRST ~~QUARTERS~~QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2010~~2011

	NewPage Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Consolidation/ Eliminations		Consolidated
	NewPageCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries		Consolidation/Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by (used for) operating activities	$	~~(124)~~—		$	3019		$	31	$	—	$	~~(91)~~20
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(5)1	)		(~~44)~~13	)		—		—		(~~49)~~14	)
Proceeds from sales of assets		—			121			—		—		121
Other investing activities		—			(2)			—		—		(2)
Expenditures for Port Hawkesbury biomass project		—			(10	)		—		—		(10	)
Net cash provided by (used for) investing activities		(5)1	)		(~~34)~~22	)		—		—		(~~39)~~23	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt		67			—			—		—		67
Payment of financing costs		(1	)		—			—		—		(1	)
Payment of financing costs		(4)			—			—		—		(4)
Borrowings on revolving credit facility		244			—			—		—		244
Loan to parent companies		(1)			—			—		—		(1)
Payments on revolving credit facility		(242	)		—			—		—		(242	)
Borrowings on revolving credit facility		735			—			—		—		735
Proceeds from NSPI for Port Hawkesbury biomass project		—			2			—		—		2
Payments on revolving credit facility		(667)			—			—		—		(667)
Net cash provided by (used for) financing activities		1			2			—		—		3
Net cash provided by (used for) financing activities		130			—			—		—		130
Effect of exchange rate changes on cash and cash equivalent		—			1			—		—		1
Effect of exchange rate changes on cash and cash equivalent		—			3			—		—		3
Net increase (decrease) in cash and cash equivalents		—			—			1		—		1
Net increase (decrease) in cash and cash equivalents		1			(1)			3		—		3
Cash and cash equivalents at beginning of period		1			—			7		—		8
Cash and cash equivalents at beginning of period		1			—			4		—		5
Cash and cash equivalents at end of period	$	1		$	—		$	8	$	—	$	9
Cash and cash equivalents at end of period	$	2		$	(1)		$	7	$	—	$	8

2220

NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~THREE~~FIRST ~~QUARTERS~~QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2009~~2010

	NewPage Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiary		Consolidation/ Eliminations		Consolidated
	NewPageCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiary		Consolidation/Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by (used for) operating activities	$	~~(37)~~3		$	16(9	)	$	—2	$	8—	$	(~~13)~~4	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(4)2	)		(~~41)~~9	)		—		—		(~~45)~~11	)
Proceeds from sales of assets		—			2211			—		—		2211
Net cash provided by (used for) investing activities		(4)2	)		~~(19)~~2			—		—		~~(23)~~—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt		~~1,598~~67			—			—		—		~~1,598~~67
Payment of financing costs		(~~54)~~4	)		—			—		—		(~~54)~~4	)
Loans to parent companies		(3)			—			—		—		(3)
Borrowings on revolving credit facility		124			—			—		—		124
Repayments on long-term debt		(1,584)			—			—		—		(1,584)
Payments on revolving credit facility		(176	)		—			—		—		(176	)
Borrowings on revolving credit facility		907			—			—		—		907
Net cash provided by (used for) financing activities		11			—			—		—		11
Payments on revolving credit facility		(823)			—			—		—		(823)
Effect of exchange rate changes on cash and cash equivalent		—			1			—		—		1
Net cash provided by (used for) financing activities		41			—			—		—		41
Net increase (decrease) in cash and cash equivalents		12			(6	)		2		—		8
Effect of exchange rate changes on cash and cash equivalent		—			3			—		—		3
Cash and cash equivalents at beginning of period		1			—			4		—		5
Net increase (decrease) in cash and cash equivalents		—			—			—		8		8
Cash and cash equivalents at end of period	$	13		$	(6	)	$	6	$	—	$	13
Cash and cash equivalents at beginning of period		1			—			2		—		3
Cash and cash equivalents at end of period	$	1		$	—		$	2	$	8	$	11

2321

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Company Background

We believe that we are the largest coated paper manufacturer in North America based on production capacity. Coated paper is used primarily in media and marketing applications, such as high-end advertising brochures, direct mail advertising, coated labels, magazines, magazine covers and inserts, ~~catalogs~~catalogues and textbooks. We operate 20 paper ~~machines at ten paper~~ mills located in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada.

Trends in Our Business

North American ~~printing~~coated paper demand is primarily driven by advertising and print media usage. In particular, the demand for certain grades of coated paper is affected by spending on ~~catalog~~catalogue and promotional materials by retailers and spending on magazine advertising, which affects the number of printed pages in magazines. During the first ~~three~~quarter ~~quarters~~ of ~~2010~~2011, North American ~~printing~~coated paper demand ~~increased~~was flat compared to the first ~~three~~quarter ~~quarters~~ of ~~2009~~2010. ~~This~~In ~~was~~February a2011, ~~result~~we ofrealigned ~~decreased~~our ~~advertising~~capacity ~~spending~~needs ~~and~~with ~~magazine and catalog circulation during~~ the ~~first~~ ~~three~~closure ~~quarters~~ of ~~2009~~our ~~largely~~Whiting, ~~attributable~~Wisconsin tomill ~~general economic factors~~ and ~~inventory~~we ~~reductions~~did bynot ~~customers.~~take Asany ~~a result of the higher demand, our~~ market-related downtime in the first ~~three~~quarter ~~quarters~~ of 2011. ~~2010~~We ~~declined~~took to 39,000 tons, ~~with no market-related downtime in the third quarter~~ of ~~2010, from 411,000 tons of~~ market-related downtime in the first ~~three~~quarter ~~quarters~~ of ~~2009~~2010. We will consider the need for additional market-related downtime from time to time based on market conditions.

Coated paper production capacity in North America was lower during the first ~~three~~quarter ~~quarters~~ of ~~2010~~2011 compared to the first ~~three~~quarter ~~quarters~~ of ~~2009~~2010, primarily as a result of North American capacity closures, including the closure of our Whiting, Wisconsin mill in February 2011. We believe imports continue to affect the North American market, placing downward pressure on North American coated paper prices as a result of foreign overcapacity.

North American prices for coated paper products historically have been determined more by North American supply and demand, ~~rather~~ than directly by raw material costs or other costs of sales. AsHowever, awe ~~result~~believe ofthat the announced ~~price~~capacity ~~increases,~~closures ~~which~~in ~~began~~coated topapers ~~take~~and ~~effect~~inflationary trends in ~~the~~producer ~~third~~input ~~quarter~~costs ofmay ~~2010~~put ~~and~~upward ~~are~~pressure ~~expected~~on toprices ~~continue~~for ~~into~~our ~~the~~products. ~~fourth~~As a ~~quarter~~result, we ~~believe~~expect average prices for coated paper ~~will~~in ~~increase during~~ the ~~fourth~~last ~~quarter~~three quarters of ~~2010~~2011 ~~compared~~ to be higher than the ~~first~~last three quarters of 2010.

InWe experienced ~~September~~significant ~~2009,~~increases ~~NewPage,~~in ~~along~~our ~~with~~input ~~two~~costs ~~other~~during ~~U.S. paper producers and~~ the ~~United~~first ~~Steelworkers~~quarter ~~Union,~~of ~~filed~~2011 ~~antidumping~~compared ~~and~~to ~~countervailing duty petitions with~~ the ~~U.S.~~first ~~Department~~quarter of ~~Commerce~~2010, ~~and~~due ~~the U.S.~~to ~~International~~higher ~~Trade~~prices ~~Commission~~for ~~alleging~~wood, ~~that~~chemicals ~~manufacturers of certain coated paper in China~~ and ~~Indonesia~~purchased ~~are dumping their products in the United States and that these manufacturers have been subsidized by their governments in violation of U~~pulp.S. ~~trade laws.~~ In ~~September 2010~~particular, ~~the~~costs ~~Department~~ of ~~Commerce~~certain ~~announced~~petroleum-based ~~final~~chemicals ~~antidumping~~ and transportation ~~countervailing~~costs ~~duty~~have ~~margins,~~increased ~~replacing~~during the ~~preliminary~~first ~~margins~~quarter ~~announced~~of ~~earlier~~2011 ~~this~~compared ~~year.~~to Onfirst ~~October 22,~~quarter of 2010, ~~the~~principally ~~International~~as ~~Trade~~a ~~Commission determined~~result byof ~~unanimous~~increases ~~vote~~in ~~that~~the ~~imports~~price of ~~coated~~crude ~~paper from China and Indonesia threaten material injury to U~~oil.S. ~~producers~~Because ~~and~~of ~~workers.~~the ~~The~~lag ~~decision~~time ~~will~~between ~~allow~~ the ~~Department~~change ofin ~~Commerce~~oil toprices ~~impose~~and ~~duties to offset~~ the ~~threat~~change ofin ~~dumping and~~costs ~~government~~of ~~subsidies.~~certain ~~These~~petroleum-based ~~duties~~chemicals, ~~will~~we ~~remain~~anticipate inthis ~~effect~~trend ~~for~~will ~~five~~continue ~~years,~~throughout ~~subject to annual administrative reviews~~2011. ~~Approximately~~Overall, ~~17%~~we ofexpect ~~our~~crude ~~net~~oil ~~sales~~and ~~are~~energy ~~directly~~costs ~~related~~ to ~~the~~remain ~~products~~volatile ~~covered~~for by the ~~duties~~foreseeable future.

24Port Hawkesbury Biomass Project

On November 3, 2010, NewPage Port Hawkesbury Corp. (“NPPH”), an indirect wholly-owned subsidiary of NewPage, completed the sale of certain assets, including a boiler and land at the Port Hawkesbury, Nova Scotia mill, to Nova Scotia Power Inc. (“NSPI”) for a cash sales price of $79 million. In addition, NSPI and NPPH have entered into an engineering, procurement and construction contract for NPPH to construct for NSPI a 60 MW biomass cogeneration utility plant for the generation of electricity by

~~Additional~~ December 31, ~~First~~2012 for approximately C$93 million. All costs of construction up to C$93 million will be paid or reimbursed by NSPI. NSPI and NPPH also entered into a management, operations and maintenance agreement related to NPPH operating the utility assets for and under the control of NSPI for an initial period of 25 years plus the period prior to completion of the turbine, with three automatic five-~~Lien~~year ~~Notes~~renewal terms, unless ~~Issuance~~notice of termination is given. See Note 7 to the consolidated financial statements.

InWhiting ~~February~~Mill ~~2010,~~Closure we issued an additional $70 million in aggregate principal amount of 11.375% senior secured notes due 2014 (the “Additional First-Lien Notes”) in a private placement. The Additional First-Lien Notes have the same terms as the existing $1.7 billion 11.375% first-lien senior secured notes.

During the first quarter of 2011, we permanently closed our Whiting, Wisconsin mill. Approximately 360 employees at the facility were affected. We made the decision to close the facility in order to better align capacity with market demand. As a result of this action, including the evaluation of capacity needs, during the fourth quarter of 2010, we recorded asset impairment charges for the Whiting mill and the previously-closed Kimberly mill of $196 million in other (income) expense and classified these assets as held for sale. During the fourth quarter of 2010 and first quarter of 2011, we recognized $2 million and $5 million of employee-related costs recorded in cost of sales. In addition, during the first quarter of 2011 we recognized $2 million in cost of sales for contract termination and other closure related costs and we expect to recognize additional charges in cost of sales of approximately $15 million to $20 million for contract termination and other closure related costs during 2011 and subsequent years as contract terms expire. The facility closure and related activities are expected to be substantially completed during the first half of 2011. The severance and other closure cost require the outlay of cash while the asset impairment charge represents a non-cash charge. We expect no material effect on future earnings or cash flows as a result of the Whiting mill closure.

Results of Operations

The following ~~tables~~table ~~set~~sets forth our historical results of operations for the ~~third~~first quarter ~~and three quarters~~ ended ~~September~~March 3031, 2011 and 2010. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes thereto included in this Quarterly Report. All assets, liabilities, income, expenses and cash flows presented for all periods represent those of NewPage Holding’s wholly-owned subsidiary, NewPage, except for NewPage Holding’s debt and equity activity and income tax effects. Unless otherwise noted, the information provided pertains to both NewPage Holding and NewPage.

~~Third~~23 ~~Quarter 2010 Compared to Third Quarter 2009~~

	NewPage Holding
	Third Quarter Ended Sept. 30,
	2010				2009
(in millions)	$		%		$		%
Net sales		943		100.0		791		100.0
Cost of sales		886		93.8		785		99.2
Selling, general and administrative expenses		41		4.4		47		5.9
Interest expense		97		10.3		199		25.2
Other (income) expense, net		(10)		(1.0)		(93)		(11.7)
Income (loss) before income taxes		(71)		(7.5)		(147)		(18.6)
Income tax (benefit)		—		—		(10)		(1.3)
Net income (loss)		(71)		(7.5)		(137)		(17.3)
Net income (loss)—noncontrolling interests		—		—		1		0.2
Net income (loss) attributable to the company		(71)		(7.5)		(138)		(17.5)
Supplemental Information
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization)	$	106			$	140

Net sales for the third quarter of 2010 were $943 million compared to $791 million for the third quarter of 2009, an increase of $152 million or 19%. Net sales were affected primarily by higher sales volume of core paper ($146 million) compared to the third quarter of 2009. Core volume is principally coated freesheet, coated groundwood and supercalendered paper products sold in North America. Average core paper prices decreased to $875 per ton in the third quarter of 2010 compared to $886 per ton in the third quarter of 2009. Core paper sales volume increased to 939,000 tons in the third quarter of 2010 compared to 769,000 tons in the third quarter of 2009 as a result of decreased advertising spending and magazine and catalog circulation during the third quarter of 2009 largely attributable to general economic factors and inventory reductions by customers. We took 101,000 tons of market-related downtime in the third quarter of 2009. We did not take any market-related downtime during the third quarter of 2010. We will consider the need for additional downtime from time to time based on market conditions.

Cost of sales for the third quarter of 2010 was $886 million compared to $785 million for the third quarter of 2009, an increase of $101 million, or 13%. The increase was primarily a result of higher core paper

~~sales~~First ~~volume~~Quarter ~~($121~~2011 ~~million),~~Compared partially offset by lower sales volumes of other non-core paper and the elimination of market-related downtime in the third quarter of 2010. Gross margin for the third quarter of 2010 was 6.2% compared to ~~0.8%~~First ~~for~~Quarter the third quarter of 2009, primarily as a result of higher core paper sales volumes and the effects of not taking market-related downtime. Maintenance expense at our mills increased to $73 million in the third quarter of 2010 ~~from $66 million in the third quarter of 2009, as a result of higher costs for scheduled annual maintenance shutdowns.~~

Selling, general and administrative expenses decreased to $41 million for the third quarter of 2010 from $47 million for the third quarter of 2009, primarily from lower costs resulting from cost reduction initiatives and lower pension expense. As a percentage of net sales, selling, general and administrative expenses improved in the third quarter of 2010 to 4.4% from 5.9% in the third quarter of 2009.


	NewPage Holding
	First Quarter Ended Mar. 31,
	2011						2010
(in millions)	$			%			$			%
Net sales		904			100.0			817			100.0
Cost of sales		858			94.9			849			103.9
Selling, general and administrative expenses		40			4.5			49			6.1
Interest expense		100			11.0			101			12.4
Other (income) expense, net		(2	)		(0.3	)		(3	)		(0.5	)

Income (loss) before income taxes		(92	)		(10.1	)		(179	)		(21.9	)
Income tax (benefit)		1			0.1			—			—

Net income (loss)		(93	)		(10.2	)		(179	)		(21.9	)


Supplemental Information
Adjusted EBITDA	$	85					$	15

~~Interest~~Net ~~expense~~sales for the ~~third~~first quarter of ~~2010~~2011 ~~was~~were $97904 million compared to $~~199~~817 million for the ~~third~~first quarter of ~~2009~~2010, an increase of $87 million or 11%. ~~Interest~~The ~~expense~~increase ~~for~~was ~~NewPage~~primarily ~~for~~ the ~~third~~result ~~quarter~~of higher sales volume of ~~2010~~core ~~was~~paper ($93 35 million) ~~compared~~and tohigher average core paper prices ($~~194~~ 42 million) ~~for~~in the ~~third~~first quarter of ~~2009,~~2011 ~~primarily~~compared asto athe ~~result~~first quarter of a2010. ~~charge~~Core volume is principally coated freesheet, coated groundwood and supercalendered paper products sold in North America. Average core paper prices increased to $912 per ton in the first quarter of 2011 compared to $~~133~~858 ~~million~~per onton in the ~~refinancing~~first quarter of 2010. ~~debt~~Core ~~and~~paper ~~related~~sales ~~transactions~~volume increased to 829,000 tons in the ~~third~~first quarter of ~~2009~~2011 compared to 792,000 ~~partially offset~~tons byin ~~higher~~the ~~interest~~first ~~rates~~quarter of 2010. In February 2011, we realigned our capacity needs with the closure of our Whiting, Wisconsin mill and ~~higher~~we ~~debt~~did not ~~levels~~take any market-related downtime in the ~~third~~first quarter of 2011. We took 39,000 tons of market-related downtime in the first quarter of 2010. We will consider the need for additional downtime from time to time based on market conditions.

~~Other~~Cost ~~(income)~~of ~~expense~~sales for the first quarter of 2011 was $~~(10)~~858 million compared to $849 million for the ~~third~~ first quarter of 2010, ~~and~~an ~~$(93)~~increase of $9 million ~~for~~or ~~the~~1%. ~~third~~The ~~quarter~~increase was primarily the result of ~~2009.~~higher ~~Included~~core inpaper ~~other~~sales volume (~~income~~$27 million) ~~expense~~partially inoffset by lower sales volumes of non-core paper. In addition, during the ~~third~~first quarter of ~~2010~~2011, ~~and~~in ~~2009~~connection ~~was~~with the closure of the Whiting mill, we recognized charges of $~~(9)~~5 million for employee-related costs and $2 million for contractual termination and other closure related costs. Gross margin (94loss) ~~million~~for the first quarter of ~~income~~2011 ~~recognized~~was 5.1% compared to (3.9)% for ~~alternative~~the ~~fuel~~first quarter ~~mixture~~of ~~tax~~2010 ~~credits~~primarily as a result of higher average core paper sales prices ($42 million) in the first quarter of 2011.

~~Income tax~~ Maintenance expense ~~(benefit)~~at ~~for~~our ~~the~~mills ~~third~~totaled ~~quarter of 2010 and 2009 was zero and~~ $~~(10)~~72 million. ~~Income tax expense (benefit) for NewPage for the third quarter of 2010~~ and ~~2009 was zero and~~ $~~(5)~~71 million. ~~For~~in the ~~third~~first quarter of ~~2010~~2011 and 2009, we recorded a valuation allowance against our net deferred income tax benefit for federal income taxes and for certain states as it was more likely than not that we would not realize those benefits2010. ~~For~~We ~~the~~expect ~~third~~to ~~quarter~~incur ~~ended~~significantly ~~September 30,~~higher ~~2010~~maintenance ~~and 2009, we allocated zero and $(4) million of tax~~ expense toduring ~~other comprehensive income (loss) and~~ the ~~corresponding~~second ~~offset as an allocation to tax benefit from operations. For the third quarter ended September 30, 2010~~ and 2009, for NewPage, we allocated zero and $(8) million of tax expense to other comprehensive income (loss) and the corresponding offset as an allocation to tax benefit from operations. The amounts for the third ~~quarter~~quarters of ~~2009~~2011 ~~reflect~~compared ~~the reclassification~~ to ~~income tax (benefit) of all amounts previously allocated to other comprehensive income (loss) related to~~ the ~~interest~~same ~~rate~~periods ~~swap cash flow hedges. Also included~~ in ~~the third quarter ended September 30~~2010, ~~2009 was a tax benefit of $12 million, reflecting the decreases to our state deferred tax liabilities~~ as a result of ~~changes~~required inplanned ~~our~~major ~~distribution channels that have occurred as part of our integration with SENA~~maintenance.

~~Net~~Selling, ~~income~~general ~~(loss)~~and ~~attributable~~administrative toexpenses ~~NewPage~~decreased ~~Holding~~to ~~was~~ $~~(71)~~40 million infor the ~~third~~first quarter of 2011 ~~2010~~from ~~compared to~~ $~~(138)~~ 49 million infor the ~~third~~first quarter of ~~2009.~~2010, ~~Net~~primarily ~~income~~as ~~(loss)~~a ~~attributable~~result toof ~~NewPage was~~ $~~(67)~~8 million lower stock compensation expense. Included in the ~~third~~amount of equity award expense for the first quarter of 2010 ~~compared~~is to $~~(138)~~6 million into reflect the ~~third~~effects ~~quarter~~of a modification on the vested time-based options and the vesting of ~~2009.~~the ~~The~~prior-year ~~improvements~~unearned ~~were~~performance-based ~~primarily~~options. As a ~~result~~percentage of ~~higher core~~net ~~paper~~ sales, ~~volume~~selling, general and ~~lower~~administrative ~~interest~~expenses ~~expense,~~decreased ~~partially~~in ~~offset~~the byfirst ~~lower~~quarter ~~other~~of ~~income~~2011 ~~recognized~~to 4.5% from 6.1% in the ~~alternative~~first ~~fuel~~quarter ~~mixture~~of ~~tax credits~~2010.

~~Adjusted~~24 EBITDA was $106 million for the third quarter of 2010 compared to $140 million for the third quarter of 2009. See “Reconciliation of Net Income (Loss) Attributable to the Company to Adjusted EBITDA” for further information on the use of EBITDA and Adjusted EBITDA as a measurement tool.

~~Three~~Interest ~~Quarters~~expense ~~2010~~for ~~Compared~~the first quarter of 2011 was $100 million compared to $101 million for the first ~~Three~~quarter ~~Quarters~~of ~~2009~~2010. Interest expense for NewPage for the first quarter of 2011 was $95 million compared to $97 million for the first quarter of 2010.

	NewPage Holding
	Three Quarters Ended Sept. 30,
	2010				2009
(in millions)	$		%		$		%
Net sales		2,650		100.0		2,249		100.0
Cost of sales		2,648		99.9		2,261		100.5
Selling, general and administrative expenses		148		5.6		142		6.3
Interest expense		295		11.1		343		15.3
Other (income) expense, net		(13)		(0.5)		(218)		(9.7)
Income (loss) before income taxes		(428)		(16.1)		(279)		(12.4)
Income tax (benefit)		1		0.1		(20)		(0.9)
Net income (loss)		(429)		(16.2)		(259)		(11.5)
Net income (loss)—noncontrolling interests		—		—		4		0.2
Net income (loss) attributable to the company		(429)		(16.2)		(263)		(11.7)
Supplemental Information
Adjusted EBITDA	$	131			$	344

Other (income) expense was $(2) million for the first quarter of 2011 and $(3) million for the first quarter of 2010. The amount recognized in the first quarter of 2010 includes $11 million of net loss on disposal and impairment of assets, offset by $(13) million of (income) recognized for alternative fuel mixture tax credits.

~~Net~~Income ~~sales for the first three quarters of 2010 were $2,650 million compared to $2,249 million for the first three~~tax ~~quarters~~expense ~~of 2009, an increase of $401 million, or 18%. Net sales were affected primarily by higher sales volume of core paper~~ (~~$465 million~~benefit) ~~and~~for ~~higher sales volume and higher average prices of other non-core paper, partially offset by lower average core paper prices ($189 million) in~~ the first ~~three~~quarter ~~quarters~~ of ~~2010~~2011 ~~compared~~and ~~to the first three quarters of 2009. Average core paper prices decreased to $862 per ton in the first three quarters of~~ 2010 ~~compared~~was to $~~924~~1 ~~per~~million ~~ton~~and ~~in the first three quarters of 2009~~zero. ~~Core~~For ~~paper sales volume increased to 2,599,000 tons in~~ the first ~~three~~quarter ~~quarters~~ of ~~2010~~2011 ~~compared~~and ~~to 2~~2010,~~126,000~~ ~~tons~~we inrecorded ~~the~~a ~~first~~valuation ~~three~~allowance ~~quarters~~against ofour ~~2009.~~net ~~This~~deferred ~~can~~income betax ~~attributed~~benefit tofor ~~the~~federal ~~decreased~~income ~~advertising~~taxes ~~spending~~ and ~~magazine~~for ~~and~~certain states ~~catalog~~as ~~circulation~~it ~~during~~was ~~the~~more ~~first~~likely ~~three~~than ~~quarters~~not ofthat ~~2009~~we ~~largely~~would ~~attributable~~not torealize ~~general~~those ~~economic factors and inventory reductions by customers~~benefits. ~~We took 39,000 tons of market-related downtime in the first three quarters of 2010 compared to 411,000 tons of market-related downtime in the first three quarters of 2009.~~

~~Cost~~Net ofincome ~~sales~~(loss) ~~for the first three quarters of 2010~~ was $~~2,648 million~~(93) ~~compared to $2,261~~ million ~~for~~in the first ~~three~~quarter ~~quarters~~ of ~~2009,~~2011 compared anto ~~increase of~~ $~~387 million, or 17%. The increase was primarily a result of higher core paper sales volume~~ (~~$357 million~~179) million ~~and~~in ~~higher volumes of other non-core paper, partially offset by lower levels of market-related downtime. During~~ the ~~second~~first quarter of 2010~~, we took actions to reduce personnel as part of our cost reduction initiatives and recognized a charge of $4 million for employee-related costs in cost of sales~~. ~~Gross~~ ~~margin~~Net income (loss) for ~~the~~NewPage ~~first three quarters of 2010~~ was ~~0.1% compared to~~ $(~~0.5~~88)% ~~for~~million in the first ~~three~~quarter ~~quarters~~ of ~~2009.~~2011 ~~Maintenance~~compared ~~expense at our mills increased~~ to $~~230~~(175) million in the first ~~three~~quarter ~~quarters~~ of 2010. ~~from~~The ~~$208~~improvements ~~million~~were inprimarily the ~~first three~~result ~~quarters~~ of ~~2009,~~higher average aspaper aprices ~~result~~and of higher ~~costs~~sales ~~for~~volume ~~scheduled~~of ~~annual~~core ~~maintenance shutdowns~~paper.

~~Selling,~~Adjusted ~~general~~EBITDA ~~and~~was ~~administrative expenses increased to~~ $~~148~~85 million for the first ~~three~~quarter ~~quarters~~ of ~~2010~~2011 ~~from~~compared ~~$142~~to $15 million for the first ~~three~~quarter ~~quarters~~ of ~~2009,~~2010. ~~primarily~~See as“Reconciliation ~~a result~~ of ~~$14~~Net ~~million~~Income ~~higher~~(Loss) ~~non-cash~~to ~~stock~~EBITDA ~~compensation expense~~ and $6Adjusted ~~million~~EBITDA” infor ~~employee-related~~further ~~costs, primarily~~information ~~associated~~on ~~with certain former executive officers, during~~ the ~~first~~use ~~three quarters~~ of ~~2010,~~EBITDA ~~partially offset by the benefits from cost reduction initiatives, lower pension expense~~ and ~~lower~~Adjusted ~~integration~~EBITDA ~~costs.~~as Asmeasurement ~~a percentage of net sales, selling, general and administrative expenses improved in the first three quarters of 2010 to 5~~tools.6% ~~from 6.3% in the first three quarters of 2009.~~

27Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

~~Table~~EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization. EBITDA and Adjusted EBITDA are not measures of ~~Contents~~our performance under U.S. GAAP, are not intended to represent net income (loss), and should not be used as alternatives to net income (loss) as indicators of performance. EBITDA and Adjusted EBITDA are shown because they are bases upon which our management assesses performance and are primary components of certain covenants under our revolving credit facility. In addition, our management believes EBITDA and Adjusted EBITDA are useful to investors because they and similar measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies with substantial financial leverage. The use of EBITDA and Adjusted EBITDA instead of net income (loss) has limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

Interest expense for the first three quarters of 2010 was $295 million compared to $343 million for the first three quarters of 2009. Interest expense for NewPage for the first three quarters of 2010 was $282 million compared to $328 million for the first three quarters of 2009, primarily as a result of a charge of $133 million on the refinancing of debt and related transactions in the third quarter of 2009 partially offset by higher interest rates on outstanding debt and higher levels of outstanding debt during 2010.

Other (income) expense was $(13) million for the first three quarters of 2010 and $(218) million for the first three quarters of 2009. Included in other (income) expense in the first three quarters of 2010 and 2009 was $(22) million and $(214) million of income recognized for alternative fuel mixture tax credits.

Income tax expense (benefit) for the first three quarters of 2010 and 2009 was $1 million and $(20) million. Income tax expense (benefit) for NewPage for the first three quarters of 2010 and 2009 was $1 million and $(15) million. For the first three quarters of 2010 and 2009, we recorded a valuation allowance against our net deferred income tax benefit for federal income taxes and for certain states as it was more likely than not that we would not realize those benefits. For the first three quarters ended September 30, 2010 and 2009, we allocated zero and $7 million of tax expense to other comprehensive income (loss) and the corresponding offset as an allocation to tax benefit from operations. For the first three quarters ended September 30, 2010 and 2009, for NewPage, we allocated zero and $3 million of tax expense to other comprehensive income (loss) and the corresponding offset as an allocation to tax benefit from operations. The amounts for the first three quarters of 2009 reflect the reclassification to income tax (benefit) of all amounts previously allocated to other comprehensive income (loss) related to the interest rate swap cash flow hedges. Also included in the first three quarters ended September 30, 2009 was a tax benefit of $12 million, reflecting the decreases to our state deferred tax liabilities as a result of changes in our distribution channels that have occurred as part of our integration with SENA.

Net income (loss) attributable to NewPage Holding was $(429) million in the first three quarters of 2010 compared to $(263) million in the first three quarters of 2009. Net income (loss) attributable to NewPage was $(416) million in the first three quarters of 2010 compared to $(253) million in the first three quarters of 2009. The decreases were primarily a result of lower average sales prices and lower other income recognized for the alternative fuel mixture tax credits, partially offset by higher core paper sales volume and lower interest expense.

Adjusted EBITDA was $131 million for the first three quarters of 2010 compared to $344 million for the first three quarters of 2009. See “Reconciliation of Net Income (Loss) Attributable to the Company to Adjusted EBITDA” for further information on the use of EBITDA and Adjusted EBITDA as a measurement tool.

Reconciliation of Net Income (Loss) Attributable to the Company to Adjusted EBITDA

EBITDA is defined as net income (loss) attributable to the company before interest expense, income taxes, depreciation and amortization. EBITDA and Adjusted EBITDA are not measures of our performance under U.S. GAAP, are not intended to represent net income (loss) attributable to the company, and should not be used as an alternative to net income (loss) attributable to the company as an indicator of performance. EBITDA and Adjusted EBITDA are shown because they are a basis upon which our management assesses performance and are primary components of certain covenants under our revolving credit facility. In addition, our management believes EBITDA and Adjusted EBITDA are useful to investors because they and similar measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies with substantial financial leverage. The use of EBITDA and Adjusted EBITDA instead of net income (loss) attributable to the company has limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

•

EBITDA and Adjusted EBITDA do not reflect our current cash expenditure requirements, or future requirements, for capital expenditures or contractual commitments

•

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs

•

EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements

•

our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business.

The following table presents a reconciliation of net income (loss) ~~attributable~~ to ~~the company to~~ EBITDA and Adjusted EBITDA:

	NewPage Holding
	NewPageHolding
	Third QuarterEnded Sept. 30,						Three QuartersEnded Sept. 30,
	First QuarterEnded Mar. 31,
(in millions)	~~2010~~2011			~~2009~~2010			~~2010~~		~~2009~~
Net income (loss) attributable to the company	$	(71)		$	(138)		$	(429)	$	(263)
Net income (loss)	$	(93	)	$	(179	)
Interest expense		97100			~~199~~101			~~295~~		~~343~~
Income tax (benefit)		—1			~~(10)~~—			1		~~(20)~~
Depreciation and amortization		6862			6968			~~203~~		~~208~~
EBITDA		9470			~~120~~(10	)		70		~~268~~
Equity awards		2—			18			21		7
(Gain) loss on disposal and impairment of assets		1			16			9		5
Non-cash U.S. pension expense		96			129			26		37
Integration and related severance costs		18			32			5		24
Other		(1)			3			—		3
Adjusted EBITDA	$	85		$	15
Adjusted EBITDA	$	106		$	140		$	131	$	344

Liquidity and Capital Resources

Available Liquidity

As of ~~September~~March 3031, ~~2010~~2011, our principal sources of ~~liquidity~~ liquidity include cash generated from operating activities and availability under our revolving credit facility. The amount of borrowings and letters of credit available to NewPage pursuant to the revolving credit facility is limited to the lesser of $500 million or an amount determined ~~pursuant~~by reference to a borrowing base ($~~387~~416 million as of ~~September~~March 3031, ~~2010~~2011).

29In January 2011, we amended our revolving credit facility to extend its termination date. For those lenders who accepted this amendment (aggregating to $470 million), the revolving credit facility matures on December 21, 2012, unless we do not repay or refinance our floating rate and 10% second-lien senior secured notes (“Second-Lien Notes”) by December 2, 2011, in which case the revolving credit facility matures on March 1, 2012. For the remaining $30 million of commitment, the revolving credit facility matures on December 21, 2012 unless we do not repay or refinance our Second-Lien Notes by July 4, 2011, in which case the $30 million portion of the revolving credit facility matures on October 3, 2011. As of March 31, 2011, we had $161 million available for borrowing in excess of the $50 million required minimum, after reduction for $110 million in letters of credit and $95 million in outstanding borrowings under the revolving credit facility. During the first quarter of 2011, our average daily balance outstanding under our revolving credit facility was $81 million with a weighted-average interest rate of 4.6%.

~~As of September 30, 2010, we had~~ ~~$117 million available for borrowing in excess of the $50 million required minimum~~2012, ~~after reduction for $100 million in outstanding letters of credit and $120 million in outstanding borrowings under~~ the revolving credit facility. We have not experienced, and do not currently anticipate that we will experience, any limitations in our ability to access funds available under our revolving credit facility. In an effort to manage credit risk exposures under our debt and derivative instruments, we regularly monitor the creditFirst-~~worthiness~~Lien ofNotes ~~the~~would ~~counterparties~~mature ~~to these agreements. Our revolving credit facility matures~~ on ~~October~~March 231, ~~2011~~2012. ~~unless~~The wesenior ~~repay~~subordinated ~~or refinance our second-lien~~ notes bymature ~~July~~on May 41, ~~2011,~~2013. inThe ~~which~~NewPage ~~case the~~Holding ~~revolving~~PIK ~~credit~~Notes ~~facility~~mature ~~matures~~ on ~~December~~November 211, ~~2012~~2013. ~~We anticipate seeking to extend or refinance the revolving credit facility prior to its maturity and/or refinancing our second-lien notes. We believe our cash flow from operations,~~Aggregate ~~proceeds~~indebtedness ~~from~~as ~~the sale~~ of ~~nonstrategic assets~~March 31, ~~available~~2011 ~~borrowings~~totaled ~~under our existing or a replacement revolving credit facility and cash and cash equivalents will be adequate to meet our liquidity needs for the next twelve months. However~~$3,475 ~~given the uncertainty of the current economic environment~~million, wewhich ~~cannot~~includes ~~assure you that our business will generate sufficient cash flows from operations~~$3,247 ~~that~~million weat will be able to complete the sale of nonstrategic assets or that future borrowings will be available to us under our existing or a replacement revolving credit facility in an amount sufficient to enable us to fund our liquidity needsNewPage.

~~Aggregate~~As ~~indebtedness as~~ of ~~September~~March 3031, ~~2010~~2011, ~~totaled~~our current ~~$3,490~~liabilities ~~million,~~exceeded ~~which~~our ~~includes~~current assets by $31,~~271~~378 million. atThis ~~NewPage.~~deficit ~~Beginning~~is indriven ~~2012,~~by the classification of our ~~debt service~~First-Lien ~~requirements~~Notes ~~will~~and ~~substantially~~our ~~increase~~revolving credit facility as current liabilities. Absent a ~~result~~refinancing of ~~scheduled~~our ~~payments~~Second-Lien Notes, an additional $1,030 million will become current during the second quarter of 2011. We are exploring various alternatives to address our ~~indebtedness~~ongoing capital needs. WeHowever, ~~anticipate~~we cannot assure you that we will ~~seek~~be able to refinance any of our indebtedness, ~~prior~~or that we will be able to ~~that~~do ~~time~~so oron ~~retire~~commercially ~~portions~~reasonable ofterms. ~~our~~Nor ~~indebtedness~~can ~~with~~we ~~issuances~~assure ofyou ~~equity securities,~~that ~~proceeds~~these ~~from~~measures ~~the~~will ~~sale~~be ofsufficient ~~assets~~to orsatisfy ~~cash~~our ~~generated~~scheduled ~~from~~debt ~~operations.~~service ~~Our~~obligations, ~~ability~~or that we will be able to ~~operate~~fund our business, ~~service~~and ~~our~~operations ~~debt~~without additional ~~requirements~~capital. ~~and~~If ~~reduce~~we ~~our~~are ~~total~~unable ~~debt~~to ~~will~~generate ~~depend~~sufficient ~~upon~~cash ~~our~~flow ~~future~~or ~~operating~~refinance ~~performance~~our debt, ~~which~~including ~~will~~our berevolving ~~affected~~credit ~~by prevailing~~facility ~~economic~~which ~~conditions~~is ~~and~~a ~~financial~~principal source of our liquidity, ~~business~~prior ~~and~~to ~~other~~the ~~factors~~scheduled maturities, ~~many~~it ofwould ~~which~~have ~~are~~a ~~beyond~~material adverse effect on our ~~control~~financial condition, asthe ~~well~~value asof ~~continued~~the ~~access~~outstanding todebt ~~the~~and ~~capital~~our ~~markets~~ability asto ~~may~~make berequired ~~necessary~~cash topayments ~~refinance~~under our ~~existing~~ indebtedness.

Cash Flows

Cash provided by (used for) operating activities was $~~(91)~~20 million during the first ~~three~~quarter ~~quarters~~ of ~~2010~~2011 compared to $(134) million during the first ~~three~~quarter ~~quarters~~ of ~~2009.~~2010, ~~The reduction in cash provided by (used for) operating activities was~~ primarily the result of ~~the expiration~~ of ~~the~~improvements ~~alternative~~in ~~fuel mixture tax credit at the end of 2009~~operations, ~~for~~including ~~which~~higher wesales ~~received~~volume ~~cash payments~~ of ~~$198~~core ~~million~~paper ~~during the first three quarters of 2009, as well as higher cash requirements for interest~~ and ~~the settlement of~~higher ~~interest~~average ~~rate~~paper ~~swaps in 2010, partially offset by improvements in working capital~~prices. Investing activities in ~~the~~ first ~~three~~quarter ~~quarters~~ of ~~2010~~2011 include $4914 million for capital expenditures and ~~the receipt of~~ $1210 million of ~~proceeds~~expenditures ~~from~~for the ~~sales~~Port ~~of assets~~Hawkesbury biomass project. Financing activities inprimarily ~~the~~consisted ~~first three quarters~~ of ~~2010 included the issuance of $70 million of additional First-Lien Notes (proceeds of $67 million) used to repay existing~~ borrowings ~~under the revolving credit facility~~ and ~~for general~~ ~~corporate~~payments ~~purposes~~on ~~and $68 million of net borrowings under~~ the revolving credit facility.

Capital Expenditures

Capital expenditures were $4914 million and $4511 million for the first ~~three~~quarter ~~quarters~~ ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010.

Financial Discussion

During the ~~second~~ fourth quarter of 2010, we ~~took~~announced ~~actions~~the topermanent closure ~~reduce~~of ~~personnel~~the asWhiting, ~~part~~Wisconsin mill by the end of ~~our~~February ~~cost~~2011. ~~reduction~~As ~~initiatives~~a ~~and~~result ~~recognized~~of this action, during the fourth quarter of 2010, we recorded asset impairment charges for ~~employee~~the Whiting mill and the previously-~~related~~closed ~~costs~~Kimberly mill of $4196 million in other ~~cost~~(income) expense and classified these assets as held for sale. During the fourth quarter of ~~sales~~2010 and $6first ~~million~~quarter inof ~~selling~~2011, ~~general~~we recognized $2 million and ~~administrative~~$5 ~~expenses~~million of employee-related costs recorded in cost of sales. ~~During~~ ~~the~~In ~~first~~addition, ~~three~~during ~~quarters~~the first quarter of ~~2010~~2011, we ~~continued~~recognized to$2 ~~achieve~~million in cost ~~savings~~of ~~from~~sales ~~production~~for ~~and~~contract ~~operating~~termination ~~efficiencies~~ and other ~~restructuring~~closure ~~activities.~~related Wecosts ~~also~~and ~~continued~~we ~~evaluating~~expect ~~ways~~ to ~~raise~~recognize ~~capital~~additional ~~through~~charges ~~the~~in ~~issuance~~cost ~~and~~of ~~refinancing~~sales of approximately $15 million to $20 million for contract ~~debt~~termination and ~~through~~other ~~the~~closure ~~sale~~related ofcosts ~~nonstrategic~~during ~~assets~~2011 and subsequent years as contract terms expire.

30In March 2011, Rumford Paper Company (“Rumford”), a wholly-owned subsidiary of NewPage Corporation, and Rumford Cogeneration Company Limited Partnership, a subsidiary of Rumford, both indirect subsidiaries of NewPage Holding Corporation, entered into an Asset Sale Agreement for the sale of Rumford’s cogeneration energy assets to ReEnergy Rumford LLC (“ReEnergy”) for a sale price of $61 million, payable one-half in cash at closing and one-half in the form of a 10-year note receivable. The transaction also contemplates an ongoing contractual relationship between the parties, pursuant to which Rumford will supply biomass fuel to ReEnergy and ReEnergy will supply electricity and thermal energy to Rumford. The transaction is not expected to have a material effect on the operating costs of the Rumford mill. We plan to invest the net cash proceeds in our business or use the proceeds to repay

~~On November 3~~ indebtedness, ~~2010,~~or ~~NewPage Port Hawkesbury Corp. (“NPPH”)~~both, anin ~~indirect~~accordance ~~wholly-owned~~with ~~subsidiary of NewPage, completed~~ the ~~sale~~terms of ~~certain~~our ~~assets,~~debt ~~including~~instruments. aThe ~~boiler at the Port Hawkesbury~~transaction, ~~Nova~~which ~~Scotia~~is ~~mill,~~expected to ~~Nova~~close ~~Scotia~~during ~~Power~~the ~~Inc.~~second ~~(“NSPI”)~~or ~~for~~third aquarter ~~cash sales price~~ of ~~Canadian $80 million. In addition~~2011, ~~NSPI~~is ~~and~~subject ~~NPPH~~to ~~have entered into an engineering~~customary conditions, ~~procurement~~including ~~and construction contract for NPPH to construct for NSPI a 60 MW biomass cogeneration utility plant for~~ the ~~generation~~receipt of ~~electricity~~regulatory ~~by December 31,~~approvals ~~2012 for approximately Canadian $93 million. NSPI~~ and ~~NPPH also entered into a management, operations and maintenance agreement related to NPPH operating~~ the ~~utility~~finalization ~~assets for NSPI. NPPH is required to post $10 million~~ of ~~letters of~~agreements ~~credit~~outlined ~~under these arrangements~~ in ~~2010~~term ~~and an additional $5 million in 2011~~sheets.

InOn ~~February 2010~~November 3, ~~Consolidated Water Power Company~~ ~~(“CWPCo”)~~2010, anNPPH ~~indirect~~completed ~~wholly-owned~~the ~~subsidiary~~sale of ~~NewPage~~certain assets, ~~announced~~including ~~that~~a itboiler ~~signed~~and anland ~~agreement~~at ~~with~~the ~~Wisconsin~~Port ~~Rapids~~Hawkesbury, ~~Water~~Nova ~~Works~~Scotia ~~Lighting~~mill, ~~Commission~~ to ~~sell~~NSPI ~~the~~for ~~CWPCo~~a ~~utility~~cash ~~transmission~~sales ~~and~~price ~~distribution~~of ~~assets~~$79 ~~(“CWPCo Utility”)~~million. ~~The~~In ~~purchase~~addition, ~~price~~NSPI ~~will~~and beNPPH ~~equal~~have toentered ~~the~~into ~~net~~an ~~book~~engineering, ~~value~~procurement ofand construction ~~the~~contract ~~assets~~for atNPPH ~~the~~to ~~time~~construct offor ~~closing,~~NSPI ~~which~~a is60 ~~subject~~MW tobiomass ~~regulatory~~cogeneration ~~approvals.~~utility Onplant ~~November~~for 1,the ~~2010,~~generation ~~CWPCo~~of ~~entered~~electricity ~~into~~by anDecember 31, ~~asset~~2012 ~~sale~~for ~~agreement~~approximately toC$93 ~~sell~~million. ~~five~~NSPI ~~hydroelectric projects~~and toNPPH ~~Great~~also ~~Lakes~~entered ~~Utilities~~into ~~for~~ a ~~net~~management, ~~cash~~operations ~~sales~~and maintenance ~~price~~agreement ofrelated ~~approximately~~to ~~$70~~NPPH ~~million.~~operating ~~The closing of~~ the ~~transaction~~utility isassets ~~subject~~for toNSPI. ~~completion~~NPPH ofwas ~~the~~required ~~CWPCO~~to ~~Utility~~post ~~sale~~$10 ~~and~~million ~~regulatory~~of ~~approval.~~letters ~~These~~of ~~transactions~~credit ~~are~~under ~~not~~these ~~expected~~arrangements ~~to close~~ in 2010. Weand ~~continue~~an toadditional ~~hold~~$5 ~~and~~million ~~operate~~in ~~the~~2011. ~~assets~~See inNote ~~the~~7 ~~normal~~to ~~course~~the ofconsolidated ~~our operations~~financial statements.

WeIn ~~have~~February ~~various~~2010, ~~investments~~CWPCo ~~held~~announced bythat ~~our~~it signed an agreement with Wisconsin Rapids Water Works Lighting Commission to sell the ~~defined-benefit~~CWPCo ~~pension~~Utility, ~~plan~~as ~~trusts~~amended. The ~~returns~~purchase onprice ~~these~~will ~~assets~~be ~~have~~equal ~~generally~~to ~~matched~~ the ~~broader~~net ~~market.~~book Wevalue ~~are~~of ~~monitoring~~the assets at the ~~effects~~time of ~~our~~closing, ~~underfunded~~subject ~~pension~~to ~~plans~~adjustment onin ~~our~~the ~~minimum~~agreement. ~~pension~~The ~~funding~~transaction ~~requirements~~remains ~~and~~subject ~~pension~~to ~~expense~~regulatory ~~for~~approvals. ~~future~~On November 1, 2010, CWPCo ~~periods.~~entered Weinto ~~currently~~an doasset ~~not~~sale ~~anticipate~~agreement ~~material~~to ~~increases~~sell infive ~~our~~hydroelectric ~~minimum~~projects ~~funding~~to ~~requirements~~Great ~~during~~Lakes Utilities for a net cash sales price of approximately $70 million. The closing of the ~~remainder~~transaction is subject to completion of ~~2010~~the orCWPCo ~~2011~~Utility sale and regulatory approval. We continue to hold and operate the assets in the normal course of our operations.

~~The~~On March 21, 2011, U.S. Environmental Protection Agency ~~released~~(USEPA) afinalized ~~proposed~~its ~~rule~~Boiler inMACT ~~June 2010~~rule, which provides for ~~new~~ Industrial Boiler Maximum Achievable Control Technology (MACT) standards to regulate emissions of hazardous air pollutants. ~~The~~for ~~rule~~industrial, ascommercial ~~proposed would~~and ~~impose~~institutional ~~new~~boilers ~~emission~~and ~~limits~~process ~~for~~heaters. ~~solid~~Compliance ~~fuel-fired~~with ~~boilers~~the ~~and~~final isBoiler ~~expected~~MACT torule beis ~~finalized~~currently inrequired ~~2011~~no ~~with~~later ~~compliance~~than ~~expected~~March 21, ~~by early~~ 2014. AsOur ~~proposed,~~preliminary weevaluation ~~could~~of bethe ~~required~~final toBoiler ~~make~~MACT rule indicates significant capital expenditures onfor additional emission control equipment may be needed at our mills with solid fuel boilers to comply with the rule. In addition, our mills ~~would~~will ~~likely~~ incur increased operating expenses associated with compliance and operation of the new control equipment. USEPA Wehas ~~will~~also ~~complete~~announced ~~our~~they ~~evaluation~~will ~~following~~be ~~finalization~~reconsidering portions of the Boiler MACT rule ~~and~~because ~~a review~~the offinal ~~our~~rule ~~mills~~differs ~~relative~~from what was proposed. At this time it is not known what changes to the ~~proposed~~rule ~~new~~might ~~standards.~~occur ~~We,~~as ~~along~~a ~~with~~result ~~others,~~of ~~have~~the ~~commented~~reconsideration onprocess. We continue to follow the ~~proposed~~reconsideration ~~rule~~process and ~~expect~~will ~~revisions~~adjust our Boiler MACT compliance evaluation as needed for any changes to the ~~final~~compliance ~~form~~requirements.

We have various investments held by our defined-benefit pension plan trusts. The returns on these assets have generally matched the broader market. We are monitoring the effects of our underfunded pension plans on our minimum pension funding requirements and pension expense for future periods. We currently do not anticipate material increases in our minimum funding requirements during 2011.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010, $~~564~~548 million and $~~484~~541 million of our debt consisted of borrowings with variable interest rates. If market interest rates increase, variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow or compliance with our debt covenants. The potential annual increase in interest expense resulting from a 100 basis point increase in quoted interest rates on our debt balances outstanding at ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010, would be $~~6 million and $~~5 million.

3128

Foreign Currency Risk

Our Canadian subsidiary makes a portion of its purchases and sales in U.S. dollars. As a result, it is subject to transaction exposures that arise from foreign exchange movements between the date that the foreign currency transaction is recorded and the date it is consummated. Foreign currency exchange contracts may be used periodically to manage the variability in cash flows and revenues from the forecasted payment or receipt of currencies other than our functional currency, the U.S. dollar. As of March 31, 2011 and December 31, 2010, we had no foreign currency forward contracts outstanding.

ITEM 4.

CONTROLS AND PROCEDURES

We maintain a system of internal accounting controls designed to provide reasonable assurance that transactions are properly recorded and summarized so that reliable financial records and reports can be prepared and assets safeguarded. In addition, a system of disclosure controls is maintained to ensure that information required to be disclosed is recorded, processed, summarized and reported in a timely manner to management responsible for the preparation and reporting of our financial information.

Management, with the participation of our chief executive officer and chief ~~financial~~accounting officer, assessed the disclosure control systems as being effective as they encompass material matters for the quarter ended ~~September~~March 3031, ~~2010~~2011. To the best of our knowledge, there were no changes in the internal controls over financial reporting that occurred during the quarter ended ~~September~~ March 3031, 2011 ~~2010~~ that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

In ~~September~~a ~~2009,~~notice dated ~~NewPage~~January 25, ~~along~~2011, ~~with~~staff ~~two~~at ~~other~~the ~~U.S.~~Federal ~~paper~~Energy ~~producers~~Regulatory ~~and~~Commission, ~~the~~or ~~United~~FERC, ~~Steelworkers~~reported ~~Union~~that they had preliminarily determined that our subsidiary, ~~filed~~Rumford ~~antidumping~~Paper ~~and~~Company, ~~countervailing~~or ~~duty~~Rumford, ~~petitions~~violated FERC regulations in connection with ~~the~~Rumford’s participation ~~U.S.~~in ~~Department~~ISO-New ofEngland’s ~~Commerce~~Day ~~and~~Ahead ~~the~~Load ~~U.S.~~Response ~~International~~Program ~~Trade~~from ~~Commission~~July ~~alleging~~2007 ~~that~~through ~~manufacturers~~February ~~of certain~~2008. ~~coated~~Under ~~paper~~the inprogram, ~~China~~participants ~~and~~were ~~Indonesia~~paid ~~are~~to ~~dumping~~reduce their ~~products~~electrical inload on the ~~United~~New ~~States~~England ~~and~~power grid from their “baseline” load levels. FERC asserts that ~~these~~Rumford ~~manufacturers~~improperly ~~have~~established ~~been~~and ~~subsidized~~maintained byan ~~their~~artificially ~~governments~~high inbaseline, ~~violation~~allowing ofit Uto receive increased payments under the program.S. ~~trade~~Rumford ~~laws~~cooperated with FERC throughout its investigation and has denied any wrongdoing.

In September ~~2010~~2009, ~~the~~NewPage, ~~Department~~along ofwith ~~Commerce~~two ~~announced~~other ~~final~~U.S. ~~antidumping~~paper producers and ~~countervailing~~the ~~duty~~United ~~margins~~Steelworkers Union, ~~replacing~~filed ~~the~~antidumping ~~preliminary~~and countervailing ~~margins~~duty ~~announced earlier~~petitions ~~this~~with ~~year~~the U.S. OnDepartment ~~October 22,~~of ~~2010,~~Commerce and the U.S. International Trade Commission ~~determined~~alleging ~~by unanimous vote~~ that ~~imports~~manufacturers of certain coated paper ~~from~~in China and Indonesia ~~threaten~~are ~~material~~dumping ~~injury~~their toproducts in the United States and that these manufacturers have been subsidized by their governments in violation of U.S. ~~producers~~trade ~~and workers~~laws. ~~The~~Following ~~decision~~affirmative ~~will~~final ~~allow~~determinations by both the U.S. Department of Commerce toand ~~impose~~the U.S. International Trade Commission, the U.S. Department of Commerce imposed duties to offset the threat of dumping and government subsidies. ~~These~~Producers in China and Indonesia have appealed these determinations to the U.S. Court of International Trade. Pending a decision on the appeal, these duties will remain in effect for five years, subject to annual administrative reviews.

ITEM 5.

OTHER INFORMATION

OnResignation ~~November 1,~~and ~~2010,~~Election ~~Consolidated Water Power Company, an indirect wholly-owned subsidiary~~ of ~~NewPage,~~Director entered into an asset sale agreement to sell five hydroelectric projects to Great Lakes Utilities for a net cash sales price of approximately $70 million. The closing of the transaction is subject to completion of a separate sale of utility assets and regulatory approval. These transactions are not expected to close in 2010.

On ~~November 3,~~May ~~2010~~10, ~~NewPage Port Hawkesbury Corp.~~2011, anthe ~~indirect~~boards ~~wholly-owned~~of ~~subsidiary~~directors of NewPage Group Inc., ~~completed~~NewPage ~~the~~Holding ~~sale~~Corporation ofand ~~certain~~NewPage ~~assets~~Corporation (collectively, ~~including~~the a“NewPage ~~boiler~~Companies”) ataccepted the ~~Port~~resignation ~~Hawkesbury,~~of ~~Nova~~Robert ~~Scotia~~L. ~~mill, to~~Nardelli ~~Nova~~from ~~Scotia~~the ~~Power~~boards ~~Inc.~~of ~~for~~directors aof ~~cash~~the ~~sales~~NewPage ~~price~~Companies, effective as of ~~Canadian~~May ~~$80~~10, ~~million~~2011. AnThere ~~amending~~were ~~agreement~~no ~~was~~disagreements ~~entered~~between ~~into~~Mr. Nardelli inand ~~conjunction with~~ the NewPage ~~closing~~Companies tothat ~~address~~resulted ~~certain~~in ~~closing~~Mr. Nardelli’s ~~issues~~resignation.

32On May 10, 2011, the boards of directors of the NewPage Companies elected Thomas L. Zambelli to serve as a director of the NewPage Companies, effective May 10, 2011. Since August 2007, Mr. Zambelli, age 60, has been a vice president of Cerberus Operating and Advisory Company LLC, an affiliate of the indirect controlling stockholder of the NewPage Companies. From March 2009 to May 2010, he was the chief investment officer of Chrysler Financial Services Americas LLC. From April 2000 to August 2007 he was a senior director at Zolfo Cooper LLC, a financial advisory firm.

ITEM 6.

EXHIBITS

ExhibitNumber		Description
10.1		~~Employment~~Asset Sale Agreement dated asMarch of16, ~~September~~2011, 1among Rumford Paper Company, ~~2010~~Rumford ~~between~~Cogeneration ~~NewPage~~Company ~~Corporation~~Limited Partnership and ~~Laszlo~~ReEnergy M.Rumford ~~Lukacs~~LLC
10.2		Third Amendment to Revolving Credit and Guaranty Agreement and First Amendment to Pledge and Security Agreement, dated as of October 15, 2010 (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on October 21, 2010)
31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10.3		Asset Sale Agreement dated as of November 1, 2010 between Consolidated Water Power Company and Great Lakes Utilities
31.2		Certification of Chief Accounting Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10.4		Amending Agreement dated November 3, 2010 between NewPage Port Hawkesbury Corp. and Nova Scotia Power Inc.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.1		Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

3331

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, NewPage Holding Corporation and NewPage Corporation have duly caused this Report to be signed on their behalf by the undersigned, thereunto duly authorized.

NEWPAGE HOLDING CORPORATION	~~NEWPAGE CORPORATION~~	NEWPAGE CORPORATION
By: /s/ David J. Prystash	By: /s/ David J. Prystash
By:	/s/ George F. Martin	By:	/s/ George F. Martin
David J. Prystash	David J. Prystash
George F. Martin		George F. Martin
Senior Vice President and	Senior Vice President and
President and Chief Executive Officer		President and Chief Executive Officer
Chief Financial Officer	Chief Financial Officer
(Principal Executive Officer)		(Principal Executive Officer)
(Principal Financial Officer)	(Principal Financial Officer)
Date: May 12, 2011		Date: May 12, 2011
Date: November 4, 2010	Date: November 4, 2010
By:	/s/ Ronald J. Arling	By:	/s/ Ronald J. Arling
Ronald J. Arling		Ronald J. Arling
Controller and Chief Accounting Officer		Controller and Chief Accounting Officer
(Principal Accounting Officer)		(Principal Accounting Officer)
Date: May 12, 2011		Date: May 12, 2011

3432

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Filing Compare · NewPage Holding CORP