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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 June 30, 2007

LOGO

Courthouse Plaza Northeast

Dayton, Ohio 45463

877.855.7243



|                       |  |                             |  |                                    |  |                       
|---------------------- |  | --------------------------- |  | ---------------------------------- |  | ----------------------
|Commission File Number |  | Registrant                  |  | IRS Employer Identification Number |  | State of Incorporation
|                       |  |                            
|                       |  |                            
|333-133367             |  | 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 is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                            |  |                          |  |                    |  |                         
|--------------------------- |  | ------------------------ |  | ------------------ |  | ------------------------
|NewPage Holding Corporation |  | Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x
|NewPage Corporation         |  | Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x

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 45,288,000 Common Shares, $0.01 par value, of NewPage Holding Corporation and 100 Common Shares, $0.01
par value, of NewPage Corporation outstanding as of August 1, 2007.

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.



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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. As applicable by the context used, references to we, us and our refer to NewPage Holding
and its subsidiaries. Other than NewPage Holdings debt obligation and related financing costs, accounts payable, 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.

Our address is Courthouse Plaza Northeast, Dayton, Ohio 45463, and our telephone number is 877.855.7243. Our periodic reports filed with the Securities and Exchange Commission (SEC) are available on our website at
www.newpagecorp.com.

SAFE HARBOR STATEMENT

This
quarterly report contains forward-looking statements. 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;
| | - |  | --------------------------------------



| |  |  | changes in the supply of, demand for, or prices of our products;
| | - |  | ----------------------------------------------------------------



| |  |  | the activities of competitors, including those 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;
| | - |  | ---------------------------------------



| |  |  | general economic and business conditions in the United States and elsewhere;
| | - |  | ----------------------------------------------------------------------------



| |  |  | changes in the regulatory environment, including requirements for enhanced environmental compliance;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | our ability to operate as a stand-alone business; and
| | - |  | -----------------------------------------------------



| |  |  | the other factors described under Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2006.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

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.



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INDEX



|                                                                                                         |  |     
|-------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                         |  | Page
|PART I     FINANCIAL INFORMATION                                                                         |  |     
|                                                                                                         | 
|Item 1. Financial Statements:                                                                            |  |     
|                                                                                                         | 
|Condensed Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006                          |  | 4   
|Consolidated Statements of Operations for the second quarter and first half ended June 30, 2007 and 2006 |  | 5   
|Consolidated Statements of Stockholders Equity for the first half ended June 30, 2007                   |  | 7   
|Condensed Consolidated Statements of Cash Flows for the first half ended June 30, 2007 and 2006          |  | 8   
|Notes to Condensed Consolidated Financial Statements                                                     |  | 9   
|                                                                                                         | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations            |  | 15  
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                                       |  | 20  
|Item 4T. Controls and Procedures                                                                         |  | 21  
|                                                                                                         | 
|PART II    OTHER INFORMATION                                                                             |  |     
|                                                                                                         | 
|Item 1. Legal Proceedings                                                                                |  | 22  
|Item 6. Exhibits                                                                                         |  | 22  
|Signatures                                                                                               |  | 23  



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PART I     FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

CONDENSED CONSOLIDATED
BALANCE SHEETS (unaudited)

JUNE 30, 2007 AND DECEMBER 31, 2006

Dollars in millions, except per share amounts



|                                                                                                                                                                                                                   |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------- | ----- | - | ------------ | - | ----- | ------------ |  | - | ------------ | - |  | - | ----- | -
|                                                                                                                                                                                                                   |  | NewPage Holding |       |   | NewPage      |  
|                                                                                                                                                                                                                   |  | June 30,2007    |       |   | Dec. 31,2006 |   |       | June 30,2007 |  |   | Dec. 31,2006 |  
|ASSETS                                                                                                                                                                                                             |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|Cash and cash equivalents (Note B)                                                                                                                                                                                 |  | $               | 18    |   |              | $ | 44    |              |  | $ | 18           |   |  | $ | 44    |  
|Accounts receivable, net                                                                                                                                                                                           |  |                 | 171   |   |              |   | 149   |              |  |   | 171          |   |  |   | 149   |  
|Inventories (Note C)                                                                                                                                                                                               |  |                 | 323   |   |              |   | 317   |              |  |   | 323          |   |  |   | 317   |  
|Other current assets                                                                                                                                                                                               |  |                 | 30    |   |              |   | 26    |              |  |   | 31           |   |  |   | 27    |  
|                                                                                                                                                                                                                   |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|Total current assets                                                                                                                                                                                               |  |                 | 542   |   |              |   | 536   |              |  |   | 543          |   |  |   | 537   |  
|Property, plant and equipment, net of accumulated depreciation of $287 as of June 30, 2007 and $223 as of December 31,
2006                                                                                        |  |                 | 1,277 |   |              |   | 1,309 |              |  |   | 1,277        |   |  |   | 1,309 |  
|Intangibles and other assets (Note D)                                                                                                                                                                              |  |                 | 133   |   |              |   | 140   |              |  |   | 130          |   |  |   | 135   |  
|                                                                                                                                                                                                                   |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|TOTAL ASSETS                                                                                                                                                                                                       |  | $               | 1,952 |   |              | $ | 1,985 |              |  | $ | 1,950        |   |  | $ | 1,981 |  
|                                                                                                                                                                                                                   |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                               |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|Accounts payable                                                                                                                                                                                                   |  | $               | 131   |   |              | $ | 135   |              |  | $ | 131          |   |  | $ | 134   |  
|Accrued expenses                                                                                                                                                                                                   |  |                 | 122   |   |              |   | 120   |              |  |   | 122          |   |  |   | 120   |  
|Current maturities of long-term debt (Note F)                                                                                                                                                                      |  |                 | 5     |   |              |   | 5     |              |  |   | 5            |   |  |   | 5     |  
|                                                                                                                                                                                                                   |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|Total current liabilities                                                                                                                                                                                          |  |                 | 258   |   |              |   | 260   |              |  |   | 258          |   |  |   | 259   |  
|Long-term debt (Note F)                                                                                                                                                                                            |  |                 | 1,432 |   |              |   | 1,429 |              |  |   | 1,282        |   |  |   | 1,289 |  
|Other long-term obligations                                                                                                                                                                                        |  |                 | 68    |   |              |   | 64    |              |  |   | 68           |   |  |   | 64    |  
|Commitments and contingencies (Note K)                                                                                                                                                                             |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|Minority interest                                                                                                                                                                                                  |  |                 | 33    |   |              |   | 38    |              |  |   | 33           |   |  |   | 38    |  
|STOCKHOLDERS EQUITY                                                                                                                                                                                               |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|Common stock, NewPage Holding300,000,000 shares authorized, 45,288,000 shares 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                                                                                                                                                                                         |  |                 | 291   |   |              |   | 293   |              |  |   | 397          |   |  |   | 400   |  
|Accumulated deficit                                                                                                                                                                                                |  |                 | (151  | ) |              |   | (119  | )            |  |   | (109         | ) |  |   | (89   | )
|Accumulated other comprehensive income                                                                                                                                                                             |  |                 | 21    |   |              |   | 20    |              |  |   | 21           |   |  |   | 20    |  
|                                                                                                                                                                                                                   |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|Total stockholders equity                                                                                                                                                                                         |  |                 | 161   |   |              |   | 194   |              |  |   | 309          |   |  |   | 331   |  
|                                                                                                                                                                                                                   |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                         |  | $               | 1,952 |   |              | $ | 1,985 |              |  | $ | 1,950        |   |  | $ | 1,981 |  
|                                                                                                                                                                                                                   |  |                 |       |   |              |   |       |              |  |   |              |   |  |   |       |  

See notes to condensed consolidated financial statements.



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NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

SECOND QUARTER AND FIRST HALF ENDED JUNE 30, 2007 AND 2006

Dollars in millions, except per share amounts



|                                                                                      |  |                                  |        |   |                                  |   |        |                              |  |   |                              |   |  |   |        |  
|------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | - | -------------------------------- | - | ------ | ---------------------------- |  | - | ---------------------------- | - |  | - | ------ | -
|                                                                                      |  | NewPage Holding                  |       
|                                                                                      |  | Second QuarterEnded June 30,2007 |        |   | Second QuarterEnded June 30,2006 |   |        | First HalfEnded June 30,2007 |  |   | First HalfEnded June 30,2006 |  
|Net sales                                                                             |  | $                                | 495    |   |                                  | $ | 490    |                              |  | $ | 971                          |   |  | $ | 997    |  
|Cost of sales                                                                         |  |                                  | 439    |   |                                  |   | 432    |                              |  |   | 877                          |   |  |   | 883    |  
|Selling, general and administrative expenses                                          |  |                                  | 26     |   |                                  |   | 22     |                              |  |   | 52                           |   |  |   | 60     |  
|Interest expense (including non-cash interest expense of $7, $8, $14 and $14)         |  |                                  | 37     |   |                                  |   | 43     |                              |  |   | 75                           |   |  |   | 86     |  
|Other (income) expense, net (Notes E and N)                                           |  |                                  |       |   |                                  |   | (63    | )                            |  |   |                             |   |  |   | (24    | )
|                                                                                      |  |                                  |        |   |                                  |   |        |                              |  |   |                              |   |  |   |        |  
|Income (loss) from continuing operations before taxes                                 |  |                                  | (7     | ) |                                  |   | 56     |                              |  |   | (33                          | ) |  |   | (8     | )
|Income tax (benefit)                                                                  |  |                                  |       |   |                                  |   | 2      |                              |  |   | (1                           | ) |  |   |       |  
|                                                                                      |  |                                  |        |   |                                  |   |        |                              |  |   |                              |   |  |   |        |  
|Income (loss) from continuing operations                                              |  |                                  | (7     | ) |                                  |   | 54     |                              |  |   | (32                          | ) |  |   | (8     | )
|Income (loss) from discontinued operations (Note M)                                   |  |                                  |       |   |                                  |   | (9     | )                            |  |   |                             |   |  |   | (15    | )
|                                                                                      |  |                                  |        |   |                                  |   |        |                              |  |   |                              |   |  |   |        |  
|Net income (loss)                                                                     |  | $                                | (7     | ) |                                  | $ | 45     |                              |  | $ | (32                          | ) |  | $ | (23    | )
|                                                                                      |  |                                  |        |   |                                  |   |        |                              |  |   |                              |   |  |   |        |  
|Income (loss) per sharebasic and diluted:                                            |  |                                  |        |   |                                  |   |        |                              |  |   |                              |   |  |   |        |  
|Income (loss) from continuing operations                                              |  | $                                | (0.14  | ) |                                  | $ | 1.18   |                              |  | $ | (0.70                        | ) |  | $ | (0.19  | )
|Income (loss) from discontinued operations                                            |  |                                  |       |   |                                  |   | (0.20  | )                            |  |   |                             |   |  |   | (0.33  | )
|                                                                                      |  |                                  |        |   |                                  |   |        |                              |  |   |                              |   |  |   |        |  
|Net income (loss)                                                                     |  | $                                | (0.14  | ) |                                  | $ | 0.98   |                              |  | $ | (0.70                        | ) |  | $ | (0.52  | )
|                                                                                      |  |                                  |        |   |                                  |   |        |                              |  |   |                              |   |  |   |        |  
|Basic and diluted weighted average number of common shares outstanding (in thousands) |  |                                  | 45,288 |   |                                  |   | 45,288 |                              |  |   | 45,288                       |   |  |   | 45,288 |  

See notes to condensed consolidated financial statements.



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NEWPAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

SECOND QUARTER AND FIRST
HALF ENDED JUNE 30, 2007 AND 2006

Dollars in millions



|                                                                            |  |                              |     |                              |   |     |                          |  |   |                          |   |  |   |     |  
|--------------------------------------------------------------------------- |  | ---------------------------- | --- | ---------------------------- | - | --- | ------------------------ |  | - | ------------------------ | - |  | - | --- | -
|                                                                            |  | NewPage                      |    
|                                                                            |  | Second QuarterEnded June 30, |     | Second QuarterEnded June 30, |   |     | First HalfEnded June 30, |  |   | First HalfEnded June 30, |  
|                                                                            |  | 2007                         |     | 2006                         |   |     | 2007                     |  |   | 2006                     |  
|Net sales                                                                   |  | $                            | 495 |                              | $ | 490 |                          |  | $ | 971                      |   |  | $ | 997 |  
|Cost of sales                                                               |  |                              | 439 |                              |   | 432 |                          |  |   | 877                      |   |  |   | 883 |  
|Selling, general and administrative expenses                                |  |                              | 23  |                              |   | 22  |                          |  |   | 49                       |   |  |   | 60  |  
|Interest expense (including non-cash interest expense of $2, $3, $4 and $5) |  |                              | 32  |                              |   | 38  |                          |  |   | 65                       |   |  |   | 77  |  
|Other (income) expense, net (Notes E and N)                                 |  |                              |    |                              |   | (63 | )                        |  |   |                         |   |  |   | (24 | )
|                                                                            |  |                              |     |                              |   |     |                          |  |   |                          |   |  |   |     |  
|Income (loss) from continuing operations before taxes                       |  |                              | 1   |                              |   | 61  |                          |  |   | (20                      | ) |  |   | 1   |  
|Income tax (benefit)                                                        |  |                              | 1   |                              |   | 2   |                          |  |   |                         |   |  |   |    |  
|                                                                            |  |                              |     |                              |   |     |                          |  |   |                          |   |  |   |     |  
|Income (loss) from continuing operations                                    |  |                              |    |                              |   | 59  |                          |  |   | (20                      | ) |  |   | 1   |  
|Income (loss) from discontinued operations(Note M)                          |  |                              |    |                              |   | (9  | )                        |  |   |                         |   |  |   | (15 | )
|                                                                            |  |                              |     |                              |   |     |                          |  |   |                          |   |  |   |     |  
|Net income (loss)                                                           |  | $                            |    |                              | $ | 50  |                          |  | $ | (20                      | ) |  | $ | (14 | )
|                                                                            |  |                              |     |                              |   |     |                          |  |   |                          |   |  |   |     |  

See notes to condensed consolidated financial statements.



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NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (unaudited)

FIRST HALF ENDED JUNE 30, 2007

Dollars in millions; shares in thousands



|                                              |  |              |  |                          |   |  |                    |     |   |                                     |   |      |   |  |   |   
|--------------------------------------------- |  | ------------ |  | ------------------------ | - |  | ------------------ | --- | - | ----------------------------------- | - | ---- | - |  | - | --
|                                              |  | Common Stock |  | AdditionalPaid-inCapital |   |  | AccumulatedDeficit |     |   | AccumulatedOtherComprehensiveIncome
|                                              |  | Shares       |  | Amount                   |   |  |                   
|Balance at December 31, 2006                  |  | 45,288       |  | $                        |  |  | $                  | 293 |   |                                     | $ | (119 | ) |  | $ | 20
|Net income (loss)                             |  |              |  |                          |   |  |                    |     |   |                                     |   | (32  | ) |  |   |   
|Change in unrealized gain on cash-flow hedges |  |              |  |                          |   |  |                    |     |   |                                     |   |      |   |  |   | 1 
|Equity awards (Note G)                        |  |              |  |                          |   |  |                    | 1   |   |                                     |   |      |   |  |   |   
|Loan to Maple Timber Acquisition              |  |              |  |                          |   |  |                    | (3  | ) |                                     |   |      |   |  |   |   
|                                              |  |              |  |                          |   |  |                    |     |   |                                     |   |      |   |  |   |   
|Balance at June 30, 2007                      |  | 45,288       |  | $                        |  |  | $                  | 291 |   |                                     | $ | (151 | ) |  | $ | 21
|                                              |  |              |  |                          |   |  |                    |     |   |                                     |   |      |   |  |   |   

NEWPAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (unaudited)

FIRST HALF
ENDED JUNE 30, 2007

Dollars in millions



|                                              |  |              |  |                          |   |  |                    |     |   |                                     |   |      |   |  |   |   
|--------------------------------------------- |  | ------------ |  | ------------------------ | - |  | ------------------ | --- | - | ----------------------------------- | - | ---- | - |  | - | --
|                                              |  | Common Stock |  | AdditionalPaid-inCapital |   |  | AccumulatedDeficit |     |   | AccumulatedOtherComprehensiveIncome
|                                              |  | Shares       |  | Amount                   |   |  |                   
|Balance at December 31, 2006                  |  | 100          |  | $                        |  |  | $                  | 400 |   |                                     | $ | (89  | ) |  | $ | 20
|Net income (loss)                             |  |              |  |                          |   |  |                    |     |   |                                     |   | (20  | ) |  |   |   
|Change in unrealized gain on cash-flow hedges |  |              |  |                          |   |  |                    |     |   |                                     |   |      |   |  |   | 1 
|Equity awards (Note G)                        |  |              |  |                          |   |  |                    | 1   |   |                                     |   |      |   |  |   |   
|Loans to parent companies                     |  |              |  |                          |   |  |                    | (4  | ) |                                     |   |      |   |  |   |   
|                                              |  |              |  |                          |   |  |                    |     |   |                                     |   |      |   |  |   |   
|Balance at June 30, 2007                      |  | 100          |  | $                        |  |  | $                  | 397 |   |                                     | $ | (109 | ) |  | $ | 21
|                                              |  |              |  |                          |   |  |                    |     |   |                                     |   |      |   |  |   |   

See notes to condensed consolidated financial statements.



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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

FIRST HALF ENDED JUNE 30, 2007 AND 2006

Dollars in millions



|                                                                                         |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|---------------------------------------------------------------------------------------- |  | -------------------------- | --- | - | -------------------------- | - | ---- | -------------------------- |  | - | -------------------------- | - |  | - | ---- | -
|                                                                                         |  | NewPage Holding            |     |   | NewPage                    |  
|                                                                                         |  | FirstHalfEndedJune 30,2007 |     |   | FirstHalfEndedJune 30,2006 |   |      | FirstHalfEndedJune 30,2007 |  |   | FirstHalfEndedJune 30,2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                     |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Net income (loss)                                                                        |  | $                          | (32 | ) |                            | $ | (23  | )                          |  | $ | (20                        | ) |  | $ | (14  | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Loss on discontinued operations                                                          |  |                            |    |   |                            |   | 15   |                            |  |   |                           |   |  |   | 15   |  
|Depreciation and amortization                                                            |  |                            | 67  |   |                            |   | 73   |                            |  |   | 67                         |   |  |   | 73   |  
|Amortization of debt issuance costs and debt discount                                    |  |                            | 5   |   |                            |   | 6    |                            |  |   | 4                          |   |  |   | 5    |  
|Interest expense on NewPage Holding PIK notes                                            |  |                            | 9   |   |                            |   | 8    |                            |  |   |                           |   |  |   |     |  
|(Gain) loss on sale of assets                                                            |  |                            | 1   |   |                            |   | (66  | )                          |  |   | 1                          |   |  |   | (66  | )
|Unrealized (gain) loss on option contracts                                               |  |                            |    |   |                            |   | 46   |                            |  |   |                           |   |  |   | 46   |  
|Deferred income taxes                                                                    |  |                            | (1  | ) |                            |   |     |                            |  |   |                           |   |  |   |     |  
|Write-off of costs of proposed initial public offering (Note O)                          |  |                            | 3   |   |                            |   |     |                            |  |   |                           |   |  |   |     |  
|LIFO effect                                                                              |  |                            | 4   |   |                            |   | (3   | )                          |  |   | 4                          |   |  |   | (3   | )
|Equity award expense (Note G)                                                            |  |                            | 1   |   |                            |   | 7    |                            |  |   | 1                          |   |  |   | 7    |  
|Change in operating assets and liabilities                                               |  |                            | (32 | ) |                            |   | (15  | )                          |  |   | (31                        | ) |  |   | (15  | )
|Net cash flows of discontinued operations                                                |  |                            |    |   |                            |   | (10  | )                          |  |   |                           |   |  |   | (10  | )
|                                                                                         |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Net cash provided by operating activities                                                |  |                            | 25  |   |                            |   | 38   |                            |  |   | 26                         |   |  |   | 38   |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                     |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Proceeds from sale of assets                                                             |  |                            |    |   |                            |   | 226  |                            |  |   |                           |   |  |   | 226  |  
|Capital expenditures                                                                     |  |                            | (34 | ) |                            |   | (38  | )                          |  |   | (34                        | ) |  |   | (38  | )
|Net cash flows of discontinued operations                                                |  |                            |    |   |                            |   | (1   | )                          |  |   |                           |   |  |   | (1   | )
|                                                                                         |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Net cash provided by (used in) investing activities                                      |  |                            | (34 | ) |                            |   | 187  |                            |  |   | (34                        | ) |  |   | 187  |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                     |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Payment of financing costs                                                               |  |                            | (1  | ) |                            |   |     |                            |  |   | (1                         | ) |  |   |     |  
|Distributions from Rumford Cogeneration to limited partners                              |  |                            | (6  | ) |                            |   | (5   | )                          |  |   | (6                         | ) |  |   | (5   | )
|Loans to parent companies (Note G)                                                       |  |                            | (3  | ) |                            |   | (7   | )                          |  |   | (4                         | ) |  |   | (7   | )
|Payments on long-term debt                                                               |  |                            | (7  | ) |                            |   | (166 | )                          |  |   | (7                         | ) |  |   | (166 | )
|Net borrowings (payments) on revolving credit facility                                   |  |                            |    |   |                            |   | (46  | )                          |  |   |                           |   |  |   | (46  | )
|                                                                                         |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Net cash provided by (used in) financing activities                                      |  |                            | (17 | ) |                            |   | (224 | )                          |  |   | (18                        | ) |  |   | (224 | )
|Increase in cash and cash equivalents from initial consolidation of Rumford Cogeneration |  |                            |    |   |                            |   | 10   |                            |  |   |                           |   |  |   | 10   |  
|                                                                                         |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Net increase (decrease) in cash and cash equivalents                                     |  |                            | (26 | ) |                            |   | 11   |                            |  |   | (26                        | ) |  |   | 11   |  
|Cash and cash equivalents at beginning of period                                         |  |                            | 44  |   |                            |   | 1    |                            |  |   | 44                         |   |  |   | 1    |  
|                                                                                         |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Cash and cash equivalents at end of period                                               |  | $                          | 18  |   |                            | $ | 12   |                            |  | $ | 18                         |   |  | $ | 12   |  
|                                                                                         |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|SUPPLEMENTAL INFORMATION                                                                |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  
|Cash paid for interest                                                                   |  | $                          | 64  |   |                            | $ | 72   |                            |  | $ | 64                         |   |  | $ | 72   |  
|                                                                                         |  |                            |     |   |                            |   |      |                            |  |   |                            |   |  |   |      |  

See notes to condensed consolidated financial statements.



8



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##### Table of Contents

NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

NEWPAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Dollars in millions



|A. | BASIS OF PRESENTATION
|-- | ---------------------

NewPage Holding Corporation (NewPage
Holding) and its subsidiaries are engaged in the manufacturing, marketing and distribution of coated papers primarily used for commercial printing, magazines, catalogs, textbooks and labels. Our products also include uncoated papers and market
pulp. Our products are manufactured at four U.S. mills and supported by multiple distribution and converting locations. We operate within one operating segment. The consolidated financial statements include the accounts of NewPage Holding and its
majority-owned or -controlled subsidiaries. All intercompany transactions and balances have been eliminated.

Unless otherwise noted, 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, accounts payable, 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.

Effective April 1, 2006, we completed the sale of our carbonless paper business, which comprised our carbonless paper segment, to P. H. Glatfelter Company. In the quarter ended March 31, 2006 we began
reporting the carbonless paper business as a discontinued operation. See Note M for further information.

The balance sheets as of December 31, 2006
are condensed financial information derived from the audited balance sheets, but do not include all disclosures required by accounting principles generally accepted in the United States. The interim financial statements are unaudited. The financial
statements have been prepared in accordance with accounting principles generally accepted in the United States and, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation in
accordance with accounting principles generally accepted in the United States for the periods presented. Certain information and footnote disclosures normally included in annual financial statements presented in accordance with accounting principles
generally accepted in the United States 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 as of and for the year ended December 31, 2006 included in our Annual Report on Form 10-K for the year ended December 31, 2006.



|B. | CASH AND CASH EQUIVALENTS
|-- | -------------------------

Consolidated cash and cash equivalents
include those of Rumford Cogeneration Company L.P. (Rumford Cogeneration). There are no compensating balance arrangements or legal restrictions on the cash and cash equivalents of Rumford Cogeneration; however, $1 and $11 of the
consolidated cash and cash equivalents at June 30, 2007 and December 31, 2006 is the property of Rumford Cogeneration and are not available to NewPage Holding or NewPage for debt service or other purposes until distributed from the
partnership to its partners.



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##### Table of Contents

|C. | INVENTORIES
|-- | -----------

Inventories as of June 30, 2007 and
December 31, 2006 consist of:



|                              |  |              |     |              |   |    
|----------------------------- |  | ------------ | --- | ------------ | - | ---
|                              |  | June 30,2007 |     | Dec. 31,2006
|Finished and in-process goods |  | $            | 233 |              | $ | 232
|Raw materials                 |  |              | 35  |              |   | 32 
|Stores and supplies           |  |              | 55  |              |   | 53 
|                              |  |              |     |              |   |    
|                              |  | $            | 323 |              | $ | 317
|                              |  |              |     |              |   |    

If inventories had been valued at current costs, they would have been valued at $308 and $306 at June 30,
2007 and December 31, 2006.



|D. | INTANGIBLES AND OTHER ASSETS
|-- | ----------------------------

Intangibles and other assets as of
June 30, 2007 and December 31, 2006 consist of:



|                                                                                  |  |              |     |              |   |    
|--------------------------------------------------------------------------------- |  | ------------ | --- | ------------ | - | ---
|                                                                                  |  | June 30,2007 |     | Dec. 31,2006
|NewPage:                                                                          |  |              |     |              |   |    
|Financing costs (net of accumulated amortization of $18 and $15)                  |  | $            | 30  |              | $ | 33 
|Prepaid pension asset                                                             |  |              | 45  |              |   | 47 
|Intangiblescustomer relationships (net of accumulated amortization of $4 and $3) |  |              | 22  |              |   | 23 
|Deferred taxes                                                                    |  |              | 12  |              |   | 13 
|Other                                                                             |  |              | 21  |              |   | 19 
|                                                                                  |  |              |     |              |   |    
|Subtotal                                                                          |  |              | 130 |              |   | 135
|NewPage Holding:                                                                  |  |              |     |              |   |    
|Financing costs (net of accumulated amortization of $1 and $1)                    |  |              | 2   |              |   | 2  
|Other                                                                             |  |              | 1   |              |   | 3  
|                                                                                  |  |              |     |              |   |    
|                                                                                  |  | $            | 133 |              | $ | 140
|                                                                                  |  |              |     |              |   |    



|E. | DERIVATIVE FINANCIAL INSTRUMENTS
|-- | --------------------------------

As of May 2, 2005, we
purchased a commodity basket option contract from J. Aron & Company, an affiliate of Goldman, Sachs & Co., and paid a premium of $72 for the contract, which was the fair value of the option at inception. This contract is a basket
of options on a mix of natural gas, market pulp and the Euro. While the commodity basket option contract was designed to help protect against decreases in the North American prices of coated paper by reference to the prices of natural gas and market
pulp, and material decreases in the value of the Euro relative to the U.S. dollar, there is no assurance that the commodity basket option contract will actually protect us against price decreases or that the historical level of correlation will
continue during the three-year period of the contract. Because of the uncertainty of future correlation, we do not apply hedge accounting treatment for this contract and record changes in the fair value of the contract in other (income) expense. The
fair value of the contract was zero at June 30, 2007 and December 31, 2006. Other (income) expense for the second quarter and first half ended June 30, 2006 include non-cash losses of $6 and $45 determined based on the mark-to-market
value of the option contract.



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##### Table of Contents

|F. | LONG-TERM DEBT
|-- | --------------

The balances of long-term debt as of June 30,
2007 and December 31, 2006 are as follows:



|                                                                         |  |              |       |              |   |      
|------------------------------------------------------------------------ |  | ------------ | ----- | ------------ | - | -----
|                                                                         |  | June 30,2007 |       | Dec. 31,2006
|NewPage:                                                                 |  |              |       |              |   |      
|Revolving senior secured credit facility                                 |  | $            |      |              | $ |     
|Term loan senior secured credit facility                                 |  |              | 517   |              |   | 524  
|Floating rate senior secured notes (LIBOR plus 6.25%)                    |  |              | 225   |              |   | 225  
|10% senior secured notes (face amount $350)                              |  |              | 347   |              |   | 347  
|12% senior subordinated notes (face amount $200)                         |  |              | 198   |              |   | 198  
|                                                                         |  |              |       |              |   |      
|Total long-term debt, including current portion                          |  |              | 1,287 |              |   | 1,294
|Current maturities of long-term debt                                     |  |              | 5     |              |   | 5    
|                                                                         |  |              |       |              |   |      
|Subtotal                                                                 |  |              | 1,282 |              |   | 1,289
|NewPage Holding:                                                         |  |              |       |              |   |      
|Senior unsecured PIK notes (face amount $160 and $151; LIBOR plus 7.00%) |  |              | 150   |              |   | 140  
|                                                                         |  |              |       |              |   |      
|Long-term debt                                                           |  | $            | 1,432 |              | $ | 1,429
|                                                                         |  |              |       |              |   |      

In January 2007, we entered into amendments of the Revolving Credit and Guaranty Agreement and the Term Loan
Credit and Guaranty Agreement. The amendments provide for reductions in the interest rate spreads in each agreement and a reduction of the commitment under the Revolving Credit and Guaranty Agreement from $275 million to $250 million. In addition,
changes were made to certain covenants and other terms that as a result, are generally less restrictive to the Company. Amounts outstanding under our revolving facility now bear interest, at our option, at a rate per annum equal to either:
(i) the base rate plus 1.00%, or (ii) LIBOR plus 1.75%. The loans under the senior term facility now bear interest, at our option, at a rate per annum equal to either: (i) the base rate plus 2.00%, or (ii) LIBOR plus 2.25%.

All of our assets are pledged as collateral under our various debt agreements. See our Annual Report on Form 10-K for the year ended December 31,
2006 for further details on our debt agreements.



|G. | EQUITY AWARD EXPENSE AND REPURCHASE
|-- | -----------------------------------

Included in selling, general
and administrative expenses for the first half ended June 30, 2007 and 2006 is equity award expense of $1 and $7, including $6 for the repurchase of unvested equity interests granted to our former chief executive officer, Peter H. Vogel, Jr.

Under a Repurchase Agreement dated January 31, 2007 between Maple Timber Acquisition LLC (Maple Timber), our indirect parent, and our
former chief financial officer, Matthew L. Jesch, Maple Timber agreed to repurchase all of Mr. Jeschs Paper Class A Common Percentage Interests and Paper Class B Common Percentage Interests for an aggregate of $3 on March 30,
2007. The expense associated with this transaction was recognized during the fourth quarter of 2006. During the first quarter of 2007, NewPage loaned $3 to Maple Timber to enable Maple Timber to satisfy its repurchase obligations, which was recorded
as a reduction in shareholders equity as repayment is not assured.

Under a Repurchase Agreement dated April 5, 2006 between Maple Timber and
Mr. Vogel, Maple Timber agreed to repurchase all of Mr. Vogels Paper Class A Common Percentage Interests and Paper Class B Common Percentage Interests for an aggregate of $7 on May 16, 2006. During the second quarter
of 2006, NewPage loaned $7 to Maple Timber to enable Maple Timber to satisfy its repurchase obligations, which was recorded as a reduction in shareholders equity as repayment is not assured.



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##### Table of Contents

|H. | COMPREHENSIVE INCOME (LOSS)
|-- | ---------------------------

Total comprehensive income (loss) is
comprised of net income (loss) and net unrealized gains and losses on cash flow hedges. Total comprehensive income (loss) is as follows:



|                |  |                              |    |   |                              |   |                          |  |   |                          |   |  |   |     |  
|--------------- |  | ---------------------------- | -- | - | ---------------------------- | - | ------------------------ |  | - | ------------------------ | - |  | - | --- | -
|                |  | Second QuarterEnded June 30, |    |   | Second QuarterEnded June 30, |   | First HalfEnded June 30, |  |   | First HalfEnded June 30, |  
|                |  | 2007                         |    |   | 2006                         |   | 2007                     |  |   | 2006                     |  
|                |  |                              |    |   |                              |   |                          |  |   |                          |   |  |   |     |  
|NewPage Holding |  | $                            | (5 | ) |                              | $ | 50                       |  | $ | (31                      | ) |  | $ | (15 | )
|NewPage         |  | $                            | 2  |   |                              | $ | 55                       |  | $ | (19                      | ) |  | $ | (6  | )



|I. | RETIREMENT AND OTHER POSTRETIREMENT BENEFITS
|-- | --------------------------------------------

A summary of the
components of net periodic pension cost for the defined benefit retirement plans is as follows:



|                                            |  |                              |    |   |                              |   |    |                          |  |   |                          |   |  |   |     |  
|------------------------------------------- |  | ---------------------------- | -- | - | ---------------------------- | - | -- | ------------------------ |  | - | ------------------------ | - |  | - | --- | -
|                                            |  | Second QuarterEnded June 30, |    |   | Second QuarterEnded June 30, |   |    | First HalfEnded June 30, |  |   | First HalfEnded June 30, |  
|                                            |  | 2007                         |    |   | 2006                         |   |    | 2007                     |  |   | 2006                     |  
|Service cost                                |  | $                            | 2  |   |                              | $ | 2  |                          |  | $ | 4                        |   |  | $ | 5   |  
|Interest cost                               |  |                              | 3  |   |                              |   | 2  |                          |  |   | 6                        |   |  |   | 7   |  
|Expected return on plan assets              |  |                              | (4 | ) |                              |   | (4 | )                        |  |   | (9                       | ) |  |   | (11 | )
|                                            |  |                              |    |   |                              |   |    |                          |  |   |                          |   |  |   |     |  
|Net periodic costs                          |  |                              | 1  |   |                              |   |   |                          |  |   | 1                        |   |  |   | 1   |  
|Curtailment loss                            |  |                              |   |   |                              |   |   |                          |  |   | 1                        |   |  |   | 2   |  
|Settlement loss                             |  |                              |   |   |                              |   | 5  |                          |  |   |                         |   |  |   | 5   |  
|Lessallocated to discontinued operations   |  |                              |   |   |                              |   | (5 | )                        |  |   |                         |   |  |   | (7  | )
|                                            |  |                              |    |   |                              |   |    |                          |  |   |                          |   |  |   |     |  
|Net cost allocated to continuing operations |  | $                            | 1  |   |                              | $ |   |                          |  | $ | 2                        |   |  | $ | 1   |  
|                                            |  |                              |    |   |                              |   |    |                          |  |   |                          |   |  |   |     |  

A summary of the components of net periodic postretirement benefit cost for the postretirement health care and
life insurance benefits plans is as follows:



|                                            |  |                              |   |                              |   |    |                          |  |                          |   |  |   |    |  
|------------------------------------------- |  | ---------------------------- | - | ---------------------------- | - | -- | ------------------------ |  | ------------------------ | - |  | - | -- | -
|                                            |  | Second QuarterEnded June 30, |   | Second QuarterEnded June 30, |   |    | First HalfEnded June 30, |  | First HalfEnded June 30, |  
|                                            |  | 2007                         |   | 2006                         |   |    | 2007                     |  | 2006                     |  
|Service cost                                |  | $                            |  |                              | $ | 1  |                          |  | $                        |  |  | $ | 1  |  
|Interest cost                               |  |                              |  |                              |   |   |                          |  |                          | 1 |  |   | 1  |  
|                                            |  |                              |   |                              |   |    |                          |  |                          |   |  |   |    |  
|Net periodic costs                          |  |                              |  |                              |   | 1  |                          |  |                          | 1 |  |   | 2  |  
|Settlement gain                             |  |                              |  |                              |   | (8 | )                        |  |                          |  |  |   | (8 | )
|Lessallocated to discontinued operations   |  |                              |  |                              |   | 7  |                          |  |                          |  |  |   | 7  |  
|                                            |  |                              |   |                              |   |    |                          |  |                          |   |  |   |    |  
|Net cost allocated to continuing operations |  | $                            |  |                              | $ |   |                          |  | $                        | 1 |  | $ | 1  |  
|                                            |  |                              |   |                              |   |    |                          |  |                          |   |  |   |    |  



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##### Table of Contents

A curtailment loss of $1 resulted from the permanent shutdown of our No. 7 paper machine and related activities at
the Luke, Maryland operation during the fourth quarter of 2006. Because the curtailment loss occurred after the plan measurement date, but before our year end, the loss was recognized in the first quarter of 2007 in accordance with SFAS No. 88,
Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.



|J. | SHUTDOWN OF PAPER MACHINE
|-- | -------------------------

During the fourth quarter of 2006, we
announced a plan to permanently shut down the No. 7 paper machine and related activities and to reduce headcount by approximately 130 employees at the Luke, Maryland operation largely as a result of the growing influx of low-priced imported
paper, particularly from China, Indonesia and South Korea. We took this action in order to continue to improve our cost position and financial performance and better align capacity with market demand.

As a result of this action, we incurred total pretax charges of $18, including $15 for accelerated depreciation and inventory write-offs recorded in the fourth quarter
of 2006 and $3 in cost of sales for severance and early retirement benefits, of which $2 was recorded in the fourth quarter of 2006 and $1 was recorded in the first half of 2007. As of June 30, 2007, this action was complete.

The activity in the accrued severance liability relating to this action for the first half ended June 30, 2007 was as follows:



|                                     |  |               |    |  
|------------------------------------ |  | ------------- | -- | -
|                                     |  | EmployeeCosts |   
|Balance accrued at December 31, 2006 |  | $             | 2  |  
|Current charges                      |  |               |   |  
|Payments                             |  |               | (2 | )
|                                     |  |               |    |  
|Balance accrued at June 30, 2007     |  | $             |   |  
|                                     |  |               |    |  



|K. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------

Claims have been made against us for
the costs of environmental remedial 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.



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##### Table of Contents

|L. | INCOME TAXES
|-- | ------------

We file income tax returns in the United States for
federal and various state jurisdictions. As of January 1, 2007, we have filed tax returns for the period ended December 31, 2005 and this period is still open for examination by various taxing authorities.

We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the
implementation of Interpretation 48, we recognized a $1 reduction in deferred tax assets and a corresponding decrease in the valuation allowance. As of January 1, 2007 the implementation had no effect on the beginning balance of accumulated
deficit.

We have elected to recognize all income tax-related interest expense and statutory penalties imposed by taxing authorities as income tax expense.

We have recorded a valuation allowance against our net deferred tax assets for federal income taxes and for certain states since it is more likely than
not that we will not realize these benefits, as defined in SFAS No. 109, as a result of the negative evidence presented by our and our predecessors history of losses over the past three years.



|M. | SALE OF CARBONLESS PAPER BUSINESS
|-- | ---------------------------------

Effective April 1, 2006, we
sold our carbonless paper business to P. H. Glatfelter Company for a cash sales price of $84. In the first quarter ended March 31, 2006, we began reporting the former carbonless paper business as a discontinued operation.

Net sales for our former carbonless paper segment were $106 in the first quarter of 2006. Included in the loss from discontinued operations for the second quarter and
first half ended June 30, 2006 is $9 and $18 of charges related to the sale of the business, including curtailment and settlement costs related to employee benefit plans.



|N. | SALE OF HYDROELECTRIC FACILITIES
|-- | --------------------------------

On June 8, 2006, Rumford
Falls Power Company, an indirect wholly-owned subsidiary of NewPage, completed the sale of two hydroelectric generating facilities located on the Androscoggin River in Rumford, Maine to Brookfield Power Inc. for a cash sales price of $144. Included
in other income (expense) for the second quarter and first half ended June 30, 2006 is a gain on the sale of $66.



|O. | INITIAL PUBLIC OFFERING OF NEWPAGE HOLDING
|-- | ------------------------------------------

During the second
quarter ended June 30, 2007, NewPage Holding determined that the postponement of the proposed initial public offering of its common stock extended beyond a short postponement and accordingly, expensed $3 of costs for activities
related to the offering.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Overview

We believe we are the largest coated paper manufacturer in North America based on
production capacity. Coated paper is used primarily in media and marketing applications, including corporate annual reports, high-end advertising brochures, magazines and catalogs and direct mail advertising. Our largest product category is coated
freesheet paper, which is used primarily for higher-end applications such as annual reports, brochures, coated labels and magazine covers. The remainder of our coated paper is coated groundwood paper, which is used primarily for catalogs, magazines
and textbooks. We also produce uncoated paper and market pulp, a component used in the manufacturing of paper.

Results of Operations

The following tables set forth the historical results of operations of NewPage Holding for the periods indicated below. In the quarter ended
March 31, 2006 we began reporting the former carbonless paper business as a discontinued operation. 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.

Second Quarter 2007 Compared to Second Quarter 2006



|                                                                        |  |                               |     |   |      |       |   |   |   |     |   |  |       |  
|----------------------------------------------------------------------- |  | ----------------------------- | --- | - | ---- | ----- | - | - | - | --- | - |  | ----- | -
|                                                                        |  | NewPage Holding               |    
|                                                                        |  | Second Quarter Ended June 30, |    
|                                                                        |  | 2007                          |     |   | 2006 |      
|(in millions)                                                           |  | $                             |     |   | %    |       |   | $ |   |     | % | 
|Net sales                                                               |  |                               | 495 |   |      | 100.0 |   |   |   | 490 |   |  | 100.0 |  
|Cost of sales                                                           |  |                               | 439 |   |      | 88.7  |   |   |   | 432 |   |  | 88.1  |  
|Selling, general and administrative expenses                            |  |                               | 26  |   |      | 5.1   |   |   |   | 22  |   |  | 4.6   |  
|Interest expense                                                        |  |                               | 37  |   |      | 7.5   |   |   |   | 43  |   |  | 8.8   |  
|Other (income) expense, net                                             |  |                               |    |   |      |      |   |   |   | (63 | ) |  | (12.8 | )
|                                                                        |  |                               |     |   |      |       |   |   |   |     |   |  |       |  
|Income (loss) from continuing operations before taxes                   |  |                               | (7  | ) |      | (1.3  | ) |   |   | 56  |   |  | 11.3  |  
|Income tax (benefit)                                                    |  |                               |    |   |      |      |   |   |   | 2   |   |  | 0.4   |  
|                                                                        |  |                               |     |   |      |       |   |   |   |     |   |  |       |  
|Income (loss) from continuing operations                                |  |                               | (7  | ) |      | (1.3  | ) |   |   | 54  |   |  | 10.9  |  
|Income (loss) from discontinued operations                              |  |                               |    |   |      |      |   |   |   | (9  | ) |  | (1.9  | )
|                                                                        |  |                               |     |   |      |       |   |   |   |     |   |  |       |  
|Net income (loss)                                                       |  |                               | (7  | ) |      | (1.3  | ) |   |   | 45  |   |  | 9.0   |  
|                                                                        |  |                               |     |   |      |       |   |   |   |     |   |  |       |  
|Supplemental Information                                                |  |                               |     |   |      |       |   |   |   |     |   |  |       |  
|Earnings before interest, taxes, depreciation and amortization (EBITDA) |  | $                             | 63  |   |      |       |   |   | $ | 125 |   |  |       |  
|                                                                        |  |                               |     |   |      |       |   |   |   |     |   |  |       |  

Net sales for the second quarter of 2007 were $495 million compared to $490 million for the second quarter of
2006, an increase of 1.0%. The increase was driven by favorable prices and volume for pulp and uncoated paper, partially offset by market softness for coated paper. Coated paper sales volumes decreased from 522,000 tons in the second quarter of 2006
to 517,000 tons in the second quarter of 2007. Average coated paper prices decreased from $894 per ton in the second quarter of 2006 to $876 per ton in



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the second quarter of 2007 as we continued to see the negative effects of low-priced imports of coated freesheet paper from China, Indonesia and South Korea.

We expect that our average coated paper price will increase in the second half of 2007 as a result of announced industry capacity closures, in addition to
the price increases we announced in June 2007 that we expect to start to realize during the third quarter of 2007. We expect that these effects will be partially offset in the short term by continued low-priced Asian imports as we believe some Asian
producers may be trying to circumvent the new preliminary antidumping and countervailing duties imposed on coated freesheet paper imports from China, Indonesia and South Korea, and by a decrease in demand as advertisers and publishers adjust to
increased postal rates for catalogs and magazines. We believe that business drivers such as continuing capacity rationalization, gross domestic product (GDP) growth, lower Canadian and European imports resulting from the strengthening of
the Canadian dollar and Euro relative to the U.S. dollar, and advertising spending remain favorable to us in realizing future sales price increases over a longer timeframe. We did not take any market-related downtime for coated paper in the second
quarter of 2007 or 2006. We will consider the need for downtime from time to time based on market conditions.

Cost of sales for the second quarter of 2007
was $439 million compared to $432 million for the second quarter of 2006. Gross margin for the second quarter of 2007 decreased slightly to 11.3% compared to 11.9% for the second quarter of 2006. The lower gross margin was primarily driven by lower
average sales prices and a greater percentage of uncoated and pulp sales. Energy costs in the second quarter of 2007 increased slightly over the second quarter of 2006 partially offset by a decrease in our chemical usage. Overall, we expect crude
oil and energy costs to remain volatile for the foreseeable future. Maintenance expense at our mills totaled $41 million and $43 million in the second quarter of 2007 and 2006.

Selling, general and administrative expenses were $26 million for the second quarter of 2007 compared to $22 million for the second quarter of 2006. This increase was primarily as a result of $3 million of costs for
activities related to NewPage Holdings proposed initial public offering of its common stock that was expensed during the second quarter of 2007. As a percentage of net sales, selling, general and administrative expenses increased to 5.1% in
the second quarter of 2007 compared to 4.6% in the second quarter of 2006 as a result of the write-off of the proposed initial public offering costs. Selling, general and administrative expenses for NewPage were up slightly at $23 million for the
second quarter of 2007 compared to $22 million for the second quarter of 2006.

Interest expense for the second quarter of 2007 was $37 million compared to
$43 million for the second quarter of 2006. Interest expense for the second quarter of 2007 for NewPage was $32 million compared to $38 million for the second quarter of 2006. The decrease was primarily a result of lower outstanding debt
balances and a reduction in the interest rate spread on the term loan.

Other (income) expense for the second quarter of 2006 primarily consisted of a gain
of $66 million on the sale of two hydroelectric generating facilities and an unrealized non-cash loss of $6 million on the basket option contract.

The
income tax expense (benefit) for the second quarter of 2007 and 2006 was zero and $2 million. We have recorded a valuation allowance against our net deferred tax assets for federal and certain state income taxes as it is more likely than not that we
will not realize these benefits, as defined in SFAS No. 109, as a result of the negative evidence presented by our history and our predecessors history of losses over the past three years. We adopted the provisions of FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of Interpretation 48, we recognized a $1 million reduction in deferred tax assets and a corresponding decrease in the
valuation



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allowance. As of January 1, 2007 the implementation had no effect on the beginning balance of accumulated deficit.

Net income (loss) was $(7) million in the second quarter of 2007 compared to net income (loss) of $45 million in the second quarter of 2006. Significant items in
2006 included a $66 million gain on the sale of the hydroelectric generating facilities, $6 million of unrealized non-cash losses on the basket option contract and $9 million of non-cash charges and sale-related costs included in loss from
discontinued operations.

EBITDA was $63 million and $125 million for the second quarter of 2007 and 2006. Significant items in 2006 included a $66 million
gain on the sale of the hydroelectric generating facilities, $6 million of unrealized non-cash losses on the basket option contract, and $9 million of non-cash charges and sale-related costs included in loss from discontinued operations. See
Reconciliation of Net Income (Loss) to EBITDA for further information on the use of EBITDA as a measurement tool.

First Half 2007
Compared to First Half 2006



|                                                                        |  |                           |     |   |      |       |   |   |   |     |   |  |       |  
|----------------------------------------------------------------------- |  | ------------------------- | --- | - | ---- | ----- | - | - | - | --- | - |  | ----- | -
|                                                                        |  | NewPage Holding           |    
|                                                                        |  | First Half Ended June 30, |    
|                                                                        |  | 2007                      |     |   | 2006 |      
|(in millions)                                                           |  | $                         |     |   | %    |       |   | $ |   |     | % | 
|Net sales                                                               |  |                           | 971 |   |      | 100.0 |   |   |   | 997 |   |  | 100.0 |  
|Cost of sales                                                           |  |                           | 877 |   |      | 90.3  |   |   |   | 883 |   |  | 88.5  |  
|Selling, general and administrative expenses                            |  |                           | 52  |   |      | 5.3   |   |   |   | 60  |   |  | 6.1   |  
|Interest expense                                                        |  |                           | 75  |   |      | 7.8   |   |   |   | 86  |   |  | 8.7   |  
|Other (income) expense, net                                             |  |                           |    |   |      |      |   |   |   | (24 | ) |  | (2.4  | )
|                                                                        |  |                           |     |   |      |       |   |   |   |     |   |  |       |  
|Income (loss) from continuing operations before taxes                   |  |                           | (33 | ) |      | (3.4  | ) |   |   | (8  | ) |  | (0.9  | )
|Income tax (benefit)                                                    |  |                           | (1  | ) |      | (0.1  | ) |   |   |    |   |  | 0.0   |  
|                                                                        |  |                           |     |   |      |       |   |   |   |     |   |  |       |  
|Income (loss) from continuing operations                                |  |                           | (32 | ) |      | (3.3  | ) |   |   | (8  | ) |  | (0.9  | )
|Income (loss) from discontinued operations                              |  |                           |    |   |      |      |   |   |   | (15 | ) |  | (1.5  | )
|                                                                        |  |                           |     |   |      |       |   |   |   |     |   |  |       |  
|Net income (loss)                                                       |  |                           | (32 | ) |      | (3.3  | ) |   |   | (23 | ) |  | (2.4  | )
|                                                                        |  |                           |     |   |      |       |   |   |   |     |   |  |       |  
|Supplemental Information                                                |  |                           |     |   |      |       |   |   |   |     |   |  |       |  
|Earnings before interest, taxes, depreciation and amortization (EBITDA) |  | $                         | 109 |   |      |       |   |   | $ | 136 |   |  |       |  
|                                                                        |  |                           |     |   |      |       |   |   |   |     |   |  |       |  

Net sales for the first half of 2007 were $971 million compared to $997 million for the first half of 2006, a
decrease of 2.6%. The decrease was driven by market softness for coated paper, partially offset by favorable price and volume for pulp and uncoated paper. Average coated paper prices decreased from $890 per ton in the first half of 2006 to $875 per
ton in the first half of 2007 as we continue to see the negative effects of low-priced imports of coated freesheet paper from China, Indonesia and South Korea. Coated paper sales volume decreased from 1,062,000 tons in the first half of 2006 to
1,025,000 tons in the first half of 2007, primarily driven by slightly slower demand for coated paper. We took 27,000 tons of market-related downtime for coated paper at our Rumford mill during the first half of 2007. We did not take any
market-related downtime for coated paper during the first half of 2006.

Cost of sales for the first half of 2007 was $877 million compared to $883 million
for the first half of 2006. Gross margin for the first half of 2007 decreased to 9.7% compared to 11.5% for the first half of 2006. The lower gross margin was primarily driven by lower average sales prices and the effect of a greater percentage of
uncoated and pulp sales. Energy costs in the first half of 2007 increased slightly



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over the first half of 2006 offset by a slight decrease in our chemical usage. Maintenance expense at our mills totaled $80 million and $79 million in the
first half of 2007 and 2006.

Selling, general and administrative expenses were $52 million for the first half of 2007 compared to $60 million for the
first half of 2006. Selling, general and administrative expenses were higher in the first half of 2006 primarily as a result of transitional costs of $8 million relating to the setup of our business as a stand-alone company, including costs
related to the completion of the transition of information and technology and human resources, and equity award expense of $7 million, recognized primarily for our former chief executive officer. During the first half of 2007, NewPage Holding
expensed $3 million of costs for activities related to the proposed initial public offering of its common stock. As a percentage of net sales, selling, general and administrative expenses decreased in the first half of 2007 to 5.3% from 6.1% in the
first half of 2006. Selling, general and administrative expenses for NewPage declined to $49 million for the first half of 2007 compared to $60 million for the first half of 2006 primarily as a result of the transitional costs and equity award
expense in 2006, as explained above.

Interest expense for the first half of 2007 was $75 million compared to $86 million for the first half of 2006.
Interest expense for the first half of 2007 for NewPage was $65 million compared to $77 million for the first half of 2006. The decrease was primarily a result of lower outstanding debt balances and a reduction in the interest rate spread on
the term loan.

Other (income) expense for the first half of 2006 primarily consists of a gain of $66 million on the sale of two hydroelectric generating
facilities and an unrealized non-cash loss of $45 million on the basket option contract.

The income tax expense (benefit) for the first half of 2007 and
2006 was $(1) million and zero. We have recorded a valuation allowance against our net deferred tax assets for federal and certain state income taxes as it is more likely than not that we will not realize these benefits, as defined in SFAS
No. 109, as a result of the negative evidence presented by our history and our predecessors history of losses over the past three years. We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, on January 1, 2007. As a result of the implementation of Interpretation 48, we recognized a $1 million reduction in deferred tax assets and a corresponding decrease in the valuation allowance. As of January 1, 2007 the
implementation had no effect on the beginning balance of accumulated deficit.

Net income (loss) was $(32) million in the first half of 2007 compared to
net income (loss) of $(23) million in the first half of 2006. Significant items in 2006 included a $66 million gain on the sale of the hydroelectric generating facilities, $45 million of unrealized non-cash losses on the basket option contract
and a $15 million loss from discontinued operations.

EBITDA was $109 million and $136 million for the first half of 2007 and 2006. Significant items in
2006 included a $66 million gain on the sale of the hydroelectric generating facilities, $45 million of unrealized non-cash losses on the basket option contract, equity award expense recognized for our former chief executive officer of $6 million,
$8 million of transition costs and $18 million of non-cash charges and sale-related costs included in loss from discontinued operations. See Reconciliation of Net Income (Loss) to EBITDA for further information on the use of EBITDA as a
measurement tool.

Carbonless Paper Business

Net sales for our former carbonless paper segment were $106 million in the first quarter of 2006. Included in the loss from discontinued operations for the second quarter and first half ended June 30, 2006 is $9 million and $18 million
of charges related to the sale of the business, including curtailment and settlement costs related to employee benefit plans.



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Reconciliation of Net Income (Loss) to EBITDA

EBITDA is not a measure of our performance under accounting principles generally accepted in the United States (GAAP), is not intended to represent net income (loss), and should not be used as an
alternative to net income (loss) as an indicator of performance. EBITDA is shown because it is a primary component of certain covenants under our senior secured credit facilities and is a basis upon which our management assesses performance. In
addition, our management believes EBITDA is useful to investors because it 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 instead of net income (loss) has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

The following table presents a reconciliation of net income (loss) to EBITDA:



|                              |  |                              |    |   |                              |   |                          |  |   |                          |   |  |   |     |  
|----------------------------- |  | ---------------------------- | -- | - | ---------------------------- | - | ------------------------ |  | - | ------------------------ | - |  | - | --- | -
|                              |  | NewPage Holding              |   
|                              |  | Second QuarterEnded June 30, |    |   | Second QuarterEnded June 30, |   | First HalfEnded June 30, |  |   | First HalfEnded June 30, |  
|                              |  | 2007                         |    |   | 2006                         |   | 2007                     |  |   | 2006                     |  
|Net income (loss)             |  | $                            | (7 | ) |                              | $ | 45                       |  | $ | (32                      | ) |  | $ | (23 | )
|Interest expense              |  |                              | 37 |   |                              |   | 43                       |  |   | 75                       |   |  |   | 86  |  
|Income taxes (benefit)        |  |                              |   |   |                              |   | 2                        |  |   | (1                       | ) |  |   |    |  
|Depreciation and amortization |  |                              | 33 |   |                              |   | 35                       |  |   | 67                       |   |  |   | 73  |  
|                              |  |                              |    |   |                              |   |                          |  |   |                          |   |  |   |     |  
|EBITDA                        |  | $                            | 63 |   |                              | $ | 125                      |  | $ | 109                      |   |  | $ | 136 |  
|                              |  |                              |    |   |                              |   |                          |  |   |                          |   |  |   |     |  

Seasonality

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in the coated paper industry. The first quarter is typically a lighter sales volume quarter with some
inventory build in anticipation of higher sales volumes in the third quarter. Our second quarter typically begins to build to a higher sales rate. Our third quarter is typically our strongest sales quarter, reflecting an increase in sales volume as
printers prepare for year-end holiday catalogs and advertising. Our accounts receivable and payable generally peak in the third quarter, while inventory generally peaks in the second quarter in anticipation of the third quarter season. The fourth
quarter is typically our second strongest sales volume quarter as printing for year-end holidays continues.

Liquidity and Capital
Resources

We expect that cash generated from operating activities and availability under our revolving senior secured credit facility will be our
principal sources of liquidity. As of June 30, 2007, there were no outstanding borrowings under the revolving senior secured credit facility and, based on availability under the borrowing base as of that date, we had $200 million of borrowing
availability under the revolving senior secured credit facility (after taking into account $42 million of outstanding letters of credit). Based on our current level of operations, we believe our cash flow from operations and available borrowings
under our revolving senior secured credit facility will be adequate to meet our liquidity needs for at least the next twelve months. We cannot assure you, however, that our business will generate sufficient cash flows from operations or that future
borrowings will be available to us under our senior secured credit facilities in an amount sufficient to enable us to repay our indebtedness or to fund our other liquidity needs.



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We are highly leveraged, with aggregate indebtedness at June 30, 2007 of $1,437 million, which includes $1,287
million at NewPage. Beginning in 2010, our debt service requirements substantially increase as a result of scheduled payments of our indebtedness. We anticipate that we will refinance these borrowings prior to their maturity and/or repay portions of
the indebtedness with issuances of equity securities or proceeds from the sale of assets. Our ability to operate our business and service our debt requirements will depend upon our future operating performance, which will be affected by prevailing
economic conditions and financial, business and other factors, some of which are beyond our control, as well as the availability of revolving credit borrowings and borrowings to refinance our existing indebtedness.

Our senior secured credit facilities include a remaining balance at June 30, 2007 of $517 million on our term loan, maturing in 2011, and up to $250 million in
available revolving loan borrowings maturing in 2010. Our senior secured credit facilities contain customary financial and other covenants, including minimum interest coverage and fixed charge coverage ratios and maximum total debt and senior debt
to EBITDA ratios. Our senior secured credit facilities also place certain restrictions on our ability to make capital expenditures. As of June 30, 2007, we were in compliance with all covenants. Below are the required financial covenant levels
and the actual levels as of June 30, 2007:



|                                    |  |          |  |       
|----------------------------------- |  | -------- |  | ------
|                                    |  | Required |  | Actual
|Maximum Leverage Ratio              |  | 5.00     |  | 4.89  
|Maximum Senior Leverage Ratio       |  | 2.25     |  | 1.96  
|Minimum Interest Coverage Ratio     |  | 2.00     |  | 2.05  
|Minimum Fixed Charge Coverage Ratio |  | 1.00     |  | 1.80  

Capital expenditures were $34 million and $38 million for the first half ended June 30, 2007 and 2006.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Interest Rate Risk

We have issued fixed- and floating-rate debt in order to manage our variability to cash flows from interest
rates. As of June 30, 2007 and December 31, 2006, $892 million and $889 million of our debt consisted of borrowings with variable interest rates under our senior secured credit facilities, our floating-rate senior secured notes due 2012
and the NewPage Holding PIK notes. The potential increase in interest expense resulting from a 100 basis point increase in quoted interest rates on our debt balances outstanding at June 30, 2007 would be $9 million without taking into account
any interest rate hedging agreements. While we may enter into agreements limiting our exposure to higher interest rates, these agreements may not offer complete protection from this risk. We are a party to two interest rate swap agreements and one
interest rate cap agreement to hedge the variability of cash flows on $450 million of our floating-rate debt. Taking into account our interest rate hedging agreements and rates in effect at June 30, 2007, a 100 basis point increase in quoted
interest rates would result in an increase in interest expense of $5 million.

Commodity Price Risk

As of May 2, 2005, we purchased a commodity basket option contract for a premium of $72 million. This contract is a basket of options on a mix of natural gas, market
pulp and the Euro. While the commodity basket option contract was designed to help protect against decreases in the North American prices of coated paper by reference to the prices of natural gas and market pulp, and material decreases in the value
of the Euro relative to the U.S. dollar, there is no assurance that the commodity basket option contract will actually protect us against price decreases or that the historical level of correlation will continue during the three-year period of the
contract. The value of the basket option contract is not specific to changes in coated paper prices, but instead is tied to market prices for a mix of commodities and currency.



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The contract was designed to have a similar response to movements in market pricing that would be equivalent to essentially all of our coated paper sales
each year for three years. This option is currently out-of-the-money but because of the effect of changes in the underlying commodities and the leverage involved in the contract, we may experience material changes in fair value of the contract. As
we account for this contract at fair value with changes recorded as other income (expense), we may experience significant variability in reported income (loss) from operations. Because the contract is a purchased option contract, we are not exposed
to cash flow risks from changes in market rates. This contract expires April 2008 and had a fair value of zero at June 30, 2007 and December 31, 2006.



|ITEM 4T. | 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 Officer, assesses the disclosure control systems as being effective as they
encompass material matters for the quarter ended June 30, 2007. To the best of our knowledge, there were no changes in the internal control over financial reporting that occurred during the quarter ended June 30, 2007 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II    OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

Our Annual Report on Form 10-K for the year
ended December 31, 2006 included a description of petitions we filed with the U.S. Department of Commerce and the U.S. International Trade Commission alleging that manufacturers of coated freesheet paper in China, Indonesia and South Korea are
illegally dumping their products in the United States and that these manufacturers have been illegally subsidized by their governments. On March 30, 2007, the Department of Commerce issued preliminary determinations in the subsidy cases and
imposed preliminary countervailing duties on certain imports from these three countries. On May 30, 2007, the Department of Commerce issued preliminary determinations in the dumping cases and imposed dumping duties on certain imports from these
three countries. We expect final determinations to be issued by the Department of Commerce by the end of 2007.



|ITEM 6. | EXHIBITS
|------- | --------



|              |  |                                                                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                       
|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
|              | 
|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 Chief 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 



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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                       
|                                           |  |                    |  |                                           
|By:                                        |  | /s/ Jason W. Bixby |  |                                            |  | By:   |  | /s/ Jason W. Bixby
|Jason W. Bixby                             |  |                    |  | Jason W. Bixby                            
|Vice President and Chief Financial Officer |  |                    |  | Vice President and Chief Financial Officer
|(Principal Financial Officer)              |  |                    |  | (Principal Financial Officer)             
|Date:                                      |  | August 6, 2007     |  |                                            |  | Date: |  | August 6, 2007    



23