E. Rajkowski - Chief Financial Officer and Senior Vice President James Buzzard - President John Luke - Chairman, Chief Executive Officer and Chairman of Executive Committee Jason Thompson - Director of Investor Relations

Peter Ruschmeier - Barclays Capital Mark Connelly - Credit Agricole Securities (USA) Inc. Mark Wilde - Deutsche Bank AG Richard Skidmore - Goldman Sachs Group Inc.

George Staphos Chip Dillon - Crédit Suisse AG Gail Glazerman - UBS Investment Bank

Thanks, Roxanne, and good morning, everyone. This morning, we announced our results before the market opened.

The notification of this morning's call was broadly disclosed and further, this morning's call is being webcast at mwv.com and slides that accompany this call are available there as well. I'll briefly remind you that certain statements we make are forward-looking and are not guarantees of future performance and are subject to known and unknown risks and uncertainties described in our public filings.

Furthermore, contents contain time-sensitive information that, although correct today, may change with the passage of time. First, a brief recap of the results we reported this morning.

For the third quarter, we reported net income from continuing operations of $111 million or $0.64 per share. These results include a one-time tax benefit of $15 million or $0.09 per share and after-tax charges for restructuring and early retirement of debt totaling $14 million or $0.08 per share.

Now here to tell you more about our results for the third quarter are John Luke, Chairman and CEO; Jim Buzzard, our President; and Mark Rajkowski, CFO. I'll now turn the call over to John.

Jason, thanks, and good morning. In the third quarter, the MWV organization's execution of our value-based strategy continued to deliver stronger, more sustainable earnings performance from each of our businesses.

This progress is particularly apparent in our market-focused strategic business units for Packaging, whose revenues represent the principal output of our efficient paperboard converting and injection molding manufacturing system. With these market-focused business units, we're building new and deeper partnerships with customers, improving the overall mix of high-value products and packaging solutions and achieving share gains in targeted, attractive end markets and geographies.

This progress is the foundation for MWV's continuing transformation and is contributing soundly to the company's improved performance and our very strong prospects for profitable growth, just as our similar strategies in our Specialty Chemicals, Consumer & Office Products and Community Development and Land Management businesses. Some highlights from the quarter include adjusted earnings per share of $0.63, a 4% volume growth from core products, a 28% increase in earnings from our Packaging businesses, a remarkable 83% profit increase from our Specialty Chemicals business and the sale of our Media Packaging business.

With those highlights in mind, let me provide some details on the progress we're making in each of our packaging end markets, progress that we expect will continue to drive improvement across our packaging platform. Turning first to the beverage market.

In the global beverage markets, trends are flat to slightly down in the mature markets of North America and Europe but the opportunities are very large in emerging markets, especially across Asia and Latin America. Our beverage packaging business has outpaced these trends for several quarters, with sales volume roughly the same year-over-year in North America and Europe and double-digit growth in emerging markets.

We are leveraging our global footprint and systems value proposition to grow along with customers in emerging markets by offering better speed-to-market, increased productivity for their operations and more product flexibility, and our pipeline for both innovation and high-end machinery solutions in this business is very strong. In the large global food and food services markets, our business team is working directly with brand owners and retailers to specify MWV paperboard solutions for frozen food packaging, ready-to-eat meals and hot drink cups.

Our focus on these demanding applications help generate strong double-digit sales and profit growth in these markets during the quarter. Looking forward, the beneficial environmental features of our new MWare line of paperboard for compostable cups and other food service products have generated excellent potential for participation in global quick serve restaurant chains.

And we recently launched a new product called Captivate. Captivate is a shelf-ready and shopper-friendly packaging solution for canned goods, pet food, frozen juice, yogurt and other consumer goods.

It delivers benefits for the brand owner, the retail operator and the shopper, with a billboard effect on crowded store shelves, supply-chain efficiencies and shrinkage or theft reduction benefits and a better overall shopping experience for consumers. Captivate is a great example of the way we are using brand and consumer insights to develop innovation in packaging.

And in addition to applications in the retail food market, it has strong potential in the beverage and healthcare markets as well. Turning to our Healthcare business, we're focused on extending our leading position in value-added adherence packaging.

Demand for Shellpak was steady in the third quarter, and we are adding a new drug to the program with our biggest customer, Wal-Mart, that will increase volume by about 15% beginning this December. We are also beginning a partnership with Kroger on an initial launch of Shellpak for its Health Matters prescription drug program.

This partnership with Kroger will include educational materials for pharmacists and patients, as well as in-store promotions, and we expect to be able to demonstrate significant sales lift with the switch to Shellpak for many of its generic prescription offerings. In the beauty and personal care market, we had another increase in overall revenues during the third quarter as we gained share for both our airless dispensers and fragrance pumps.

We doubled volumes of our airless dispensers for skin care during the quarter and had a 45% growth in the fragrance product sales. There, we launched a one-of-a-kind customized product for the new Voyage d'Hermès fragrance line, a sustainability solution that we developed in partnership with one of the world's most admired luxury brands.

As the home and garden busy season came to a close, we posted very strong performance for our core trigger sprayers and custom applicators. We're very pleased with the continued strength of our next-generation aerosol sprayers as we're capturing a larger share of business from key global customers such as Procter & Gamble, Unilever and SC Johnson.

And we have strategic initiatives underway in this business that will strengthen our position for further growth in Europe and emerging markets. In the global tobacco market, our strategy is to focus on the premium and ultra premium categories, and our sales continue to increase in several markets around the world, even as they decline here in the United States.

Our global customer base increasingly recognizes and rewards us for the value of our new prominent tobacco paperboard solution, which delivers a unique combination of appearance, characteristics and performance consistency, along with environmental or sustainability benefits. Beyond this, we continue to help customers develop packaging solutions for growing categories such as smokeless tobacco products.

We are also participating extensively across a number of markets in Brazil, served primarily by Rigesa. We've seen robust growth in that country that reflects the expansion and increased buying power of the middle class.

We increased sales in Brazil during the quarter compared to the prior year, with especially strong double-digit growth in packaging for frozen meat, fresh produce and other food products. Rigesa's integrated corrugated packaging business continues to be a source of real competitive advantage.

And the positive trajectory of Brazil's economy represents very good opportunity for all of our Packaging businesses, as well as for our market-leading school and office products. As I hope you can see, our organized approach to participating in targeted packaging markets through our strategic business units has contributed significantly to our current progress while also identifying new opportunities for future profitable growth.

We have a disciplined focus on attractive, faster-growing and profitable global end markets where we can successfully leverage our knowledge and capabilities to develop deeper partnerships with customers based on industry-leading insights into consumer behavior, brand value and innovation and this is generating real progress and benefit. I'll now turn to Jim who will report on our operational and segment performance, and Mark will follow with a review of our financial metrics, as well as an outlook for the remaining months of this year.

After that, we will turn to your questions. Jim?

Thank you, John. We continue to have success with our market participation strategies, and we continue to translate that success into improved operating results and financial performance.

Overall, sales were up 3% during the third quarter compared to last year, with core volume up 4% as John mentioned. Over the past year, we have significantly changed our business mix, and our greatest gains were at the high-value products and solutions we've emphasized in our most profitable markets.

Along with the widespread progress from our market participation strategy, we've also continued with an intense focus on cost reductions and operating and sourcing productivity across our manufacturing platform. That includes our paperboard mills, converting plants, injection molding facilities and chemical refineries.

As part of the strategic cost management plan we've been executing, we achieved an additional $22 million in savings during the third quarter. We expect to reach the $250 million run rate target we set during the fourth quarter, along with the ongoing benefits of our sourcing initiatives and operating excellence program, these savings have been important contributors to our overall margin expansion.

Overall, the transformation of our business model through execution of our value-added strategies drove adjusted earnings before interest, taxes and special items up 11% to a record $171 million. With those headlines in mind, representative of progress that we've made across our markets, I'd like to provide some quick details for each of our segments.

Additional information is available on our press release and the slides that accompany this call. In the Packaging Resources segment, as John noted, our brand order engagement strategy has improved performance, with overall sales up 12% across our market-focused strategic business units.

Shipments of bleached board were the same as last year, though we only ran five machines this quarter after shutting down the machine at our Evadale mill last year. And shipments of Coated Natural Kraft were up 14%, reflecting gains in retail food packaging and a return to more normal beverage ordering patterns compared with a weak third quarter in 2009.

Segment profit was up by 23% to $91 million in the quarter, with higher sales and a richer product mix, as well as improved productivity despite a planned outage at our Covington mill that we did not have during the third quarter of 2009. We continue to run full at our mills, with order backlogs of five to six weeks while maintaining low inventory levels.

In the Consumer Solutions segment, we are pleased with the step change in profitability we are achieving with our strengthened business model as segment operating profit increased 41% to $38 million or 8.3% of sales. Benefits of our improving business mix were visible with the completion of the sale of our Media Packaging business, and we continue to have better overall productivity performance in this segment.

On the sales side, we made good progress during the quarter in many of the markets we serve in Consumer Solutions, several of which John has already identified. Even with this good volume growth, the impact of strategic business exits and unfavorable foreign currency exchange resulted in modestly slower sales in this segment.

In the Consumer & Office Products segment, the back-to-school season in North America was in line with our expectations. There was good sell-through of our leading branded products, including increases for our new Early Learning line.

Overall however, there was not as much retailer promotional activity for this category compared to last year and envelope sales continued to decline. So overall sales were down about 5% and earnings in this segment were essentially unchanged at $50 million.

Looking ahead, order volume has been good in Brazil heading into what we believe will be a solid back-to-school season there. In the Specialty Chemicals segment, we continued to capitalize on the advantages we've created through timely investments in emerging markets, capacity expansion and new product development.

We had strong sales of more profitable products for markets such as oil field chemicals and asphalt additives, especially in emerging markets and a rebound in auto carbons as well, as global auto production has increased. As a result, it was another record quarter, with sales up 22% and earnings up 83% to $44 million in this segment.

In Community Development and Land Management, we continue to progress nicely with development activities at our industrial and commercial sites. We remain on time and on budget with the first industrial warehouse as part of our joint venture with the Rockefeller Group, and we expect TBC Corporation to take occupancy of the completed building in January.

In a very difficult market for rural land sales, we maintained a disciplined approach to extracting value from our select properties, with a strong average price per acre during the quarter of over $2,800. Renewed economic concerns during the quarter delayed some closings, and as a result, our sales and earnings in the segment were lower than expected compared to a very strong performance last year.

As the confidence of individual buyers increases, we expect a higher close rate on rural properties. Now, I would like to turn the call over to Mark to discuss some of our financial metrics for the third quarter.

Mark?

Thanks, Jim. Across the board, our third quarter operating results were very strong and reflect a more robust business model we've created for our company.

We achieved record adjusted operating profit in the quarter, pushing our total through the first nine months, well past what we achieved for all of 2009. Some highlights from the quarter include: significantly improved price and mix contribution to both our top and bottom line.

This is the result of strong commercial execution in our targeted end markets; solid margin and profit growth, a continued benefit of our more competitive cost structure; excellent cash performance with cash flow from continuing operations of approximately $270 million; and balanced and disciplined cash deployment as we opportunistically repurchased stock and debt and continued to invest to profitably grow our businesses. I'll now provide more detail on our progress in these areas and then share our outlook for the fourth quarter.

We generated 4% growth from our core products, where volumes improved 4%, and price and mix contributed an additional 5%, driven largely by strong performance in our packaging platform. This improvement was partially offset by the exit of lower-return product lines, unfavorable foreign exchange and lower land sales.

Key revenue drivers during the third quarter were increased sales of higher-margin products, particularly in the global food market, home and garden market, targeted personal care products as well as in healthcare packaging. Sales from emerging markets were also a significant contributor.

Rigesa's strong performance in Brazil and our airless dispenser and leveraging packaging in Asia drove 13% emerging markets sales growth across our Packaging businesses. Emerging markets now comprise more than a quarter of our total packaging sales.

Continued momentum from new product innovation and commercialization was a key factor in our third quarter revenue growth, with contributions from Shellpak, our NoC fragrance and airless dispenser products, MWare compostable food service paperboard, Promina tobacco paperboard and Tango Advantage for the Commercial Print market. Our improved product mix, higher prices and leaner cost structure drove higher operating margin rates across our Packaging Businesses, as well as in Specialty Chemicals and Consumer & Office Products.

The result is third quarter adjusted operating profit growth of 11% to $171 million and an adjusted operating margin of 11%, both new high watermarks for MWV. SG&A as a percentage of sales was up modestly over the prior year.

This is the result of a couple of factors. The first is for investments associated with new systems and processes to realign our European operations consistent with our focus around end markets.

Second factor is related to investments we are making to accelerate profitable growth, including opportunities we have in emerging markets to continue to drive the very strong growth we're generating today, as well as investments in innovative new products and our commercial organization. Our all-in tax rate for the quarter was a benefit of 2% due to a number of discrete items required by Generally Accepted Accounting Principles to be recorded in the quarter.

As a result and on this basis, we now expect the annual effective tax rate for the year to be 20%. However, from an operational perspective, which excludes all special and discrete items, we expect the normalized tax rate to be approximately 28% for the year.

Our cash performance during the third quarter was excellent. Cash flow from continuing operations of approximately $270 million was driven by higher earnings and continued improvement in working capital efficiency.

During the quarter, we generated $125 million of free cash flow, defined as cash after CapEx and dividends. We ended the quarter with $774 million of cash, which is an increase of $115 million from the last quarter.

We maintained our disciplined and balanced approach to cash deployment. We repurchased about $100 million of our 2012 debentures, leaving us with maturities of about $220 million.

We also repurchased approximately 2.6 million shares of common stock for $60 million in the open market. These actions were funded by the proceeds from the sale of the Media business and existing cash reserves.

We will continue to be balanced and opportunistic with our cash resources, including bolt-on acquisition opportunities to augment positions in growing global markets with attractive businesses. Now, turning to our outlook for the fourth quarter.

Across our markets, we see generally stable demand trends but at levels that are below what we saw before the global recession. We continue to build momentum in our markets and gain confidence in our ability to drive performance improvement as we continue to focus on high-return products and markets and deliver cost savings to the bottom line.

The share gains we've earned for our higher-margin products, our investments in emerging markets in recent as well as future new product launches, position us well for continued profitable growth in our Packaging business going forward. Current macroeconomic trends, particularly in North America and Europe, remain challenging.

However, at current levels of demand, we expect to continue our strong year-over-year margin and earnings improvement trajectory in the fourth quarter. Taking a closer look at our segments and starting with the Packaging Resources segment, earnings will be well above the year-ago fourth quarter.

Backlogs remain above normal seasonal levels at five to six weeks, with demand remaining solid in food, food service, tobacco and beverage markets, as well as in key markets in Brazil. Continued mix and price improvement, productivity gains, increased profitability from Rigesa will be the main drivers of the segment's expected stronger performance.

Partially offsetting these factors will be higher year-over-year input costs, particularly for freight and certain key raw materials such as fiber and OCC. In the Consumer Solutions segment, profit is expected to be well above year-ago levels.

Demand remains stable across our key markets, including personal care, home and garden and beverage, and we will see some volume growth for Shellpak with the addition of a new drug and new customers during the fourth quarter. There'll also be a positive impact from improved productivity in this segment during the fourth quarter.

In the Consumer & Office Products business, the planning and calendar season will be solid and the initial back-to-school selling in Brazil has gotten off to a good start. As such, segment profits will be comparable to last year's very strong results.

In the Specialty Chemicals segment, profits will be well above the year-ago fourth quarter. Continued strong demand across all product lines and productivity gains will be the main drivers of the improvement.

In our Community Development and Land Management business, market conditions for rural land sales remain weak, and the ultimate level of sales and earnings are difficult to forecast. However, we do expect a more normal level of sales in the fourth quarter based on the current pipeline of transactions.

We continue to be enthusiastic about the opportunities in both our rural land program, as well as the excellent progress we're making in our industrial and commercial development properties. With that, I'll turn it back to you, John.

Thanks, Mark. To summarize, MWV's performance during the third quarter reflects the significant momentum we have generated by focusing on our participation in targeted end markets and the directly-related execution of our value-based strategy.

But the changes we have made are bigger and more sustainable than any single quarter's results. What you've seen from MWV over the last almost two years is the direct result of an ongoing transformation in our business model and in the way we do business, backed up by a list of marketplace successes and earnings performances that bear out that approach.

Recognizing that uncertainties continue to exist in the global economy, MWV shareholders can have confidence as we do, that we will continue to capitalize on the strengths we've built with our value-based market participation strategies and that we can sustain and bolster our relative performance as a global packaging leader. We'll now be happy to address whatever questions you have this morning.

Along those lines, when you look at the Chemical segment, a lot of us don't really cover chemicals, and it's just been fabulous seeing the last two quarters. Do you see the fourth quarter being sequentially anywhere in the same ballpark as the third or even the second quarter was?

And as we think about it, is there any reason we couldn't see let's say the middle quarters of next year be in the ballpark of where the second, third quarter were this year? In other words, was there something unusually good this year that we might not see next year?

I would just acknowledge upfront that what you're seeing in the Chemical business is the result of an ongoing effort, a transformation in that business as well that's a result of good market knowledge, good market penetration and ongoing development of position with innovative, industry-oriented products that really reflects a tremendous progress. So what you're seeing is something that we really believe is nicely sustainable in this business.

Jim?

Thanks, John. Chip, as we look to the fourth quarter, we need to recognize that we do have the seasonal weakness that comes with the quarter.

Certain markets like asphalt, you know, paving those go down. So we will be stronger year-on-year but sequentially weaker than the third quarter.

In addition, we've got two outages in the third quarter at major facilities so that will impact us as well. But we expect a solid improvement year-on-year.

As we look to next year, as John said, we believe that the results we're seeing are sustainable. They're being driven by productivity, by the globalization of the business as we move particularly in the emerging markets and really our innovation in new products.

And what's been driving the performance of this business for the last two years are those three things, and we think that will certainly continue to go into next year.

And one quick follow-up is you had a nice $200 million -- on my calculation, at least almost $250 million reduction in your net debt in the third quarter, and it seems like most -- in fact, every year in the last four or five, you've seen a reduction in net debt in the fourth quarter, maybe part of that is seasonal with working capital. So it looks like that number's approaching $1 billion.

And so with that in mind, can you refresh us sort of on how much you have left on your buyback authorization? And maybe what your thoughts are about the dividend as your earnings go up and your debt goes down as we look at 2011?

We are certainly seasonally stronger relative to our cash flow in the second half of the year. Q3 was a great quarter for us.

You're right, our net debt is down. We're just north of 28%.

And we have and we will continue to remain very balanced in terms of how we deploy our cash as I noted in my comments earlier, we did take about $100 million of our 2012 maturities down. We did opportunistically repurchase shares, given the price earlier in the quarter.

And on that note, there remains a little bit over 3 million shares available under that authorization, and we continue to view returning value to shareholders as extremely important.

Any thoughts on the dividend as you look at next year?

The dividend is a function of continuing to drive cash flows. And right now, we're still trying to close out the year and as we head into next year, we'll certainly be taking a closer look at that.

I think that's right, Chip. If you take the elements that you know that we are looking at and Mark summarized debt reduction, repurchase of equity and the dividend, among other things, those are all issues that are under continuing evaluation as you would expect by management and the board.

And as we move through the balance of the year, the priority attached to each one of those will be clearer.

I guess the first question I have is around PRI, and specifically bleached. This quarter, if I heard and read correctly, you said your volumes were flat year-on-year.

I thought in the prior two quarters this year, volumes were up some. So aside from the fact that the machine came down last year, was there anything else going on in bleached that we should be aware of, concerned with in terms of the sequential decline or deceleration year-on-year?

No, nothing to be concerned about. If you remember, last year, we were slowed back.

We were taking some market-related downtime given the weakness of the markets. Those snapped back in good shape in Q3.

So really, it's an impact of the fact that we don't have number two machine at Evadale and that's worth about 5% of shipment volume quarter-on-quarter.

But that was similar impact in 1Q and 2Q, was it not, Jim?

No. We ran the machine in Q1 and Q2 of 2009.

We took it down in August of 2009.

I'll handle this off-line, but my guess is that comparative factor was equally there and present in the first quarter through the third quarter this year.

We'll take it off-line, George.

Backlogs, you mentioned your backlogs are five to six weeks, at least they were in the third quarter. Has that changed materially through the first few weeks of October?

Are you still at that level again in bleached?

We're still at that level in bleached.

Thirdly, on corporate expense, that was up $20 million year-on-year, if I'm looking at Slide 15 correctly. Can you go through again what's driving that variance?

Year-over-year, George, I think we were up for the quarter about $6 million.

I'm sorry. That's correct but versus second quarter, you're up $15 million?

Yes. Quarter sequentially, we're up about $15 million and really, two primary drivers there.

One is related to incentive comp and stock compensation, which is really a function of performance and the stock price so as that changes, those accruals move. And the other piece of it relates to some investments that I referenced earlier in my comments related to some systems work that we're doing to help enable growth in our business.

And you wouldn't aggregate those within the businesses, so you do that on a corporate basis then?

Some of it gets pushed down the business but these are more enterprise-wide investments.

Two last ones. One, can you update us if you have a view on your outlook for pension?

If you need to fund at all next year? I know you've been over-funded in the past and where expense line might be -- or income line might be?

And then on dispensing systems within Consumer Solutions, what kind of outlook are you hearing about from your customers on new products?

I'll address your pension question. Jim will follow up on the dispenser side.

But the pension fund remains well over-funded, almost 140%. And there's no funding requirements for next year or the foreseeable future.

And George, in your question on dispensing solutions, we do continue to see our customers begin to put new launches out, and as we referenced in the call, we've seen strong growth particularly in the Fragrance and our Fine Mist Sprayer business. And I now have understood your question on the paper machine in Q1 and Q2.

The fundamental difference is Q1 and Q2, we were pulling down inventories. Now our inventories are very clean, and what we're doing is shipping everything we're making at this point.

So with respect to Consumer Solutions, when I look at your waterfall chart, pricing mix hasn't kept up with inflation this quarter. Can you talk about how those two are working in your mind over the next, say six months?

Do we have a mix issue here? Or are we still struggling structurally to be able to price these?

Obviously, you've offset tons of it with productivity so it hasn't mattered in the short run, but I'm trying to get a better handle on where that business really is.

Let me offer a couple of overall thoughts, Mark, and then I'll ask Jim and Mark to weigh in. I think that clearly, this is something that we've been working hard to address.

I think we're making excellent progress. We've been refining our mix.

And as you look over the coming several months, I think you'll see a very different story. We've got real emphasis and real progress that we're posting.

Let me just add to that, John. Really, Mark, it's a timing issue for us.

So we've seen some inflation, particularly in the plastics, the Dispensing business around resin and stainless steel. As you know, a lot of that business is covered by contractual increases but those may be delayed 30 days, 90 days.

And so we should begin to see that move more favorably through the end of the year.

And as I pointed out, just to emphasize the point John made earlier, we'd expect that relationship certainly to improve in the fourth quarter.

John, you've talked about a lot about Rigesa in the past as a platform more broadly than Containerboard. Can you give us an update on the other side of Rigesa?

I'm trying to understand exactly where you're going. Let me comment...

We spent three or four years saying, why don't you sell this thing? And you came back and said, we're actually going to capitalize on that brand and do something more with it.

I think I have a better sense of where you're coming from, Mark. Rigesa's been a great business for us for a good many years.

And as I emphasized in my prepared comments, it's integrated strategy from the forest [forestland] right through the high-quality corrugated Packaging business. It's, without question, the market leader in Brazil and has provided us huge and sustained advantage, and with that, a platform for growth.

We would expect with opportunities we're evaluating in Brazil to grow that platform and to ride the curve and indeed leave the curve of the tremendous growth that is underway in Brazil today, with the good economic leadership that we're seeing in that country and how it's being specifically manifest in the growth of the middle class in that country. More broadly, as we look at the so-called Rigesa platform, we see an opportunity in the nearer term to use it and its brand franchise to team up with the MWV brand franchise to participate much more broadly in the growth of a series of packaging markets that we have participated in, in a modest fashion but we would expect to do so more broadly, whether it's beauty and personal care, food market, beverage markets among others.

So we see a strong brand franchise, a very profitable strong business and a country that is growing very nicely. We also see, just to round out the story, the opportunity now and over time for that business as we continue to expand it.

In doing so, I would underscore, with a real disciplined eye on profitability, to be a leading participant in the export markets, not only within South America but quite possibly outside of South America.

So when you say that MeadWestvaco is ready for opportunities, Brazil be reasonably very high in that list, is that fair?

I'm sorry, can you -- I can't hear you.

When you say that MeadWestvaco is ready for opportunities, would you put Brazil pretty high in that list?

I think Brazil, without question, high on that list. I think one of the things that we probably could talk about off-line because it would take longer than we have on the balance of this call.

But as you know, and we've had fun talking about over time, we've been in Brazil for over 60 years. We understand that country well.

We understand the fundamentals. We understand when things are good and when things aren't so good.

So our interest in Brazil today predates and our interest in expanding in Brazil today predates some of the hot growth that we're seeing right now. Our thinking really cuts through the trajectory, recognizing that there's some hot stuff going on in that country and looks at the fundamentals and gives us good opportunity to leverage knowledge of the market, people, excellent team that we have there and the opportunities to grow with a sustained long-term bias in mind.

So Brazil is definitely high on our list. But I wouldn't want to exclude other parts of the world where we've invested perhaps more modestly than Brazil but certainly, an awful lot in developing knowledge over time.

China is obviously a market that's important to us. But India holds a very attractive appeal as well, and we've invested in building some modest positions there and importantly, in understanding market developments in that country as well.

Going back to Mark's question on Consumer Solutions, but looking maybe more strategically -- x the sale of Media, can you give us a sense of what you think you can do with margins there moving forward? And can you build off of what you reported kind of x media this quarter and is there any target that we should be looking for?

Well, Gail, I don't think that we want to put a target out there but you can be sure that our focus is very much not only in keeping up with inflation but shaping our mix with the value-based solutions orientation that you're familiar that we have in place to participate in ways that let us continue to expand those margins. Our goal is clearly to ensure that those business or earnings sound economic profit or above cost of capital returns.

And we believe that the mix of products, the markets that we're participating in, with that mix of products and the growth characteristics of those markets, give us a good opportunity to continue to make important progress in the margin expansion arena.

Mark made a comment and it's again a little bit towards the last conversation about acquisition opportunities. Can you talk a little bit about what you'd be seeing there?

Would that be in businesses that you're in, expanding it to new geographies, potentially entering new businesses and anything of scale? Would you feel comfortable executing on something of scale in this environment?

Well, let me comment this way. With the important market-based strategic work we've had underway with the growth and with the progress we're achieving in the growth opportunities we see, we are, as you would expect, actively evaluating on a continuing basis a range of opportunities to grow in the markets that we have targeted, both here in North America as well as around the world, all of which offer very attractive, profitable growth prospects.

I think as Mark Rajkowski indicated in his prepared comments, we have a bias towards smaller bolt-on tuck-in acquisitions. And as we look at those things, we can extend, stay ahead of the growth but participate in a manner that ensures that we are able to keep our eye first on providing the solutions that our customers value, thus ensuring that we keep our eye on expanding those margins that the first part of your question spoke to.

And we are going to be very disciplined in how we do that. So it's less about scale than it is looking for ways in a disciplined and sustained fashion to capitalize on the very significant profitable growth opportunities that exist.

With respect to the part of your question that dealt with would we move into new areas. One, it would certainly, we'd look hard at new geographies, the countries I mentioned earlier among others.

And where the opportunities for a profitable participation, again, in the targeted end markets that we've reviewed with you, I'll point to potentials with other materials to round out the breadth of capabilities that we can bring to our customers. We will look at those as well.

But our focus in packaging, you can be sure, will not stray from the end markets that we really worked to understand and where we see very significant growth potential.

Finally, just last question. As we're pushing year end and you're talking to customers, any read on what they're thinking about 2011?

Any more appetite to invest in new products and what they're just in general thinking about the demand environment?

I think what we're seeing is a recognition by our customers that one, there's great opportunity in emerging markets but that the developed portion of the world, Europe and North America in particular, are likely, for a variety of reasons, to be somewhat slow in growth over certainly in 2011 and perhaps beyond. So there's a bit of a balanced view that we're seeing with our customers.

Nonetheless, what we are seeing is a recognition that investing in their brand is the most important way that they can insure that they are growing profitably and capturing that all-important share relative to their competition. So there is good investment in the brands and when that occurs, there is logical good investment in the importance of Packaging and Packaging Solutions to support those brands, and that's what we're focused on.

Just a couple of emerging markets questions. I wondered if you could provide us first with just a little bit of color on how the Chinese Converting business -- I think in Wuxi that you had put in, how that's progressing?

And then secondly, it sounds like you're moving closer to a decision to expand the mill side of Rigesa, and I wondered if you could give us a sense of both what the timing might look like? And then just order of magnitude, what kind of scale you're anticipating down there?

It seems to me over the last three or four years, you've already increased the sort of the back end of the mill and a lot of the ancillary support around the mill.

First of all, I think with respect to China, the converting plant that we put in Wuxi is continuing to make progress. It's performing quite well.

As you may know, we're producing both cartons at that facility, as well as fabricating pumps and dispensers for the home and garden, among other markets and that business is going well. With respect to Brazil, as we've talked through the year, we are moving closer to the end of the year and therefore, our timeline for evaluating a final decision for discussion with our board on what our recommendation are for a possible expansion in Brazil at the mill.

As you noted, and I think you've seen, we have invested in recent years in the back end of the facility. So if we do decide to proceed with the expansion that we've talked about, the infrastructure, clearly, is very much in place to support that.

But again, consistent with the timeline, we've said we would expect to be considering a decision on that certainly within the next several weeks to a couple of months.

First, can you give us the Media business LTM EBIT of the business that you sold?

Yes, Rick. Maybe you could follow up off-line with Jason on that one.

Second question would be in the Land Management business. The revenues are showing on your press release is $26 million but the proceeds from land sales were $6 million.

Can you just talk about what that $20 million difference is and why there wasn't any associated profit with that?

Rick, there's a couple of pieces of that segment in terms of revenues, and one is related to land sales. The other relates to forestry activities, including the sale of wood for pulp and saw logs as well as some leasing and mineral rights.

So that's the difference between the two.

And is there a reason that it looks like your reported EBIT in that segment was only a couple of million dollars, that there wasn't much margin in that or is the limited margin in the land that you sold?

Yes, the margins on the forestry side leasing haven't really changed. I think the big change is just in the volume of transactions related to rural lands sales which were down, and as I've mentioned in my comments, are really just a function of timing.

And certainly, market conditions are not as strong as they had once been.

And I think along with that, as you reinforce purposeful discipline on our part with respect to the timing of proceeding with the transaction based on market conditions.

One last question, just on the cash balance. Is there something structural that necessitates having such a significant cash balance that you've been carrying for the last few years?

Or would you look to redeploy that cash in some way?

Rick, when you go back to the last few years, certainly, we're coming out of a period that was pretty uncertain, and certainly, as we got through that, it made a heck of a lot of sense to be long on cash and to fortify our financial strength. As we move forward, as conditions stabilize and I think as we evidenced this past quarter, we are going to be looking at opportunities to deploy that cash in a very effective and balanced way.

And we did buy back some stock, debt at opportunistic levels. We've continued to invest in our business for growth, both in the form of capital and G&A as we look to continue to develop and commercialize new products.

Lastly, as I've mentioned in my comments and as John was talking earlier, we're going to continue to look for opportunities to grow our business with bolt-on acquisitions of very attractive businesses.

I think Mark summed it up nicely. I think we see very good opportunities but we also see, as I commented, there's some uncertainties out there.

I don't think that while we're seeing some stabilization in the economies of the world, that the worst is -- hopefully, the worst is behind us. But I think it's important to remain disciplined and maintain liquidity and I would daresay, as I look across industries today, that we're hardly alone in maintaining that.

That said, we are very bullish about the progress we're making and the opportunities we see. And as opportunities really present themselves to grow meaningfully and profitably, the liquidity is certainly a very attractive source of funding for that growth.

On Slide 6, you show CNK prices down $5 year-on-year, and I was thinking that there were various price increases that would have had higher prices. Is that a mix issue or is it a contracts or something that you can help us with in terms of what to expect going forward?

Really a mix issue, Pete.

And do you have anything in the marketplace currently on CNK that would be leading to higher prices?

We do have an announcement out there that we're working through the markets right now.

And would you expect that to help as early as the fourth quarter or is that more of a 2011 benefit?

We're still having ongoing conversations. I think we would expect to see some benefit in the fourth quarter but most of it in 2011.

And then maybe a question for Mark, if I'm doing my math right, it looks a $212 million sequential decline in net debts between 2Q and 3Q. Can you help us with some of the cash items, the puts and takes?

Obviously, the proceeds from the sale but some of the puts and takes that allowed that to happen?

Yes. Starting at the top, we generated approximately $270 million of cash from operations.

We used some of that cash to invest in CapEx. We used some of that cash -- I think that was roughly $60 million, paid our dividend of $40 million.

And as I've mentioned earlier, we also used roughly $100 million to repay debt, another $16 million to buy back stocks. So we did generate roughly $70 million of proceeds from the sale of our Media business, and I think those are the big puts and takes in terms of cash flows and cash deployment.

And within the $270 million cash from ops, can you help us within that, were there any items along the lines of timing of cash interest payments or the timing of cash tax payments that would impact that number?

We did have some cash tax payments. We also had some cash tax refunds.

But I think, none of those, on a net basis, were overly significant. I mean, if you want a detailed breakdown, we can take that off-line.

Just lastly, as I look at the Consumer Solutions performance, it looked like a very good quarter. It looked like part of that was the absence of the Media Packaging.

So if I look sequentially, 350 basis points of margin improvements, how much of that was the absence of Media Packaging and how much of that was other factors?

Pete, I think and it depends on the quarter because Media Packaging is a fairly cyclical business. But on average, the impact to Media was somewhere between 100 and 150 basis points on any one quarter.

The rest of that improvement is really a function of continuing to drive an improved mix of products, growing with products that have higher margins and a continued focus on productivity and taking costs out of our operations.

Thanks for joining us, and Roxanne, if you could please give out the replay information, that will be great.