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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
September 30, 2010

LOGO

8540 Gander Creek Drive

Miamisburg, Ohio 45342

877.855.7243



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

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.



|                            |  |  |  |       |  |      |  | 
|--------------------------- |  |  |  | ----- |  | ---- |  | 
|NewPage Holding Corporation |  |  |  | Yes x |  | No  ̈ |  | 
|NewPage Corporation         |  |  |  | Yes x |  | No  ̈ |  | 

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



|                            |  |  |  |       |  |      |  | 
|--------------------------- |  |  |  | ----- |  | ---- |  | 
|NewPage Holding Corporation |  |  |  | Yes  ̈ |  | No  ̈ |  | 
|NewPage Corporation         |  |  |  | Yes  ̈ |  | No  ̈ |  | 

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



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



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

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



|                            |  |  |  |       |  |      |  | 
|--------------------------- |  |  |  | ----- |  | ---- |  | 
|NewPage Holding Corporation |  |  |  | Yes  ̈ |  | No x |  | 
|NewPage Corporation         |  |  |  | Yes  ̈ |  | No x |  | 

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

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

FORWARD-LOOKING
STATEMENTS

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



| |  |  | our substantial level of indebtedness
| | - |  | -------------------------------------



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



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



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



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



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



| |  |  | changes in currency exchange rates
| | - |  | ----------------------------------



| |  |  | changes in the availability of capital
| | - |  | --------------------------------------



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



| |  |  | the other factors described under Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2009
| | - |  | -----------------------------------------------------------------------------------------------------------------------

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 September 30, 2010 and December 31, 2009                             |    |  | 3    | 
|           |  | Consolidated Statements of Operations for the third quarter and three quarters ended September 30, 2010 and 2009 |    |  | 4    | 
|           |  | Consolidated Statements of Equity (Deficit) for the three quarters ended September 30, 2010 and 2009             |    |  | 6    | 
|           |  | Condensed Consolidated Statements of Cash Flows for the three quarters ended September 30, 2010 and 2009         |    |  | 8    | 
|           |  | Notes to Condensed Consolidated Financial Statements                                                             |    |  | 9    | 
|           |  |                                                                                                                 
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                            |    |  | 24   | 
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                       |    |  | 31   | 
|Item 4.    |  | Controls and Procedures                                                                                          |    |  | 32   | 
|           |  |                                                                                                                 
|PART II    |  | OTHER INFORMATION                                                                                                |    |  |      | 
|           |  |                                                                                                                 
|Item 1.    |  | Legal Proceedings                                                                                                |    |  | 32   | 
|Item 5.    |  | Other Information                                                                                                |    |  | 32   | 
|Item 6.    |  | Exhibits                                                                                                         |    |  | 33   | 
|Signatures |  |                                                                                                                  | 34 | 



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|PART I | FINANCIAL INFORMATION
|------ | ---------------------



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

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

SEPTEMBER 30, 2010 AND DECEMBER 31, 2009

Dollars in millions, except per share amounts



|                                                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------ | - | -------- | - | ----- | --------- |  | - | -------- | - |  | - | ----- | -
|                                                                                                                                                                                        |  | NewPage Holding |        |   | NewPage  |  
|                                                                                                                                                                                        |  | Sept. 30,       |        |   | Dec. 31, |   |       | Sept. 30, |  |   | Dec. 31, |  
|ASSETS                                                                                                                                                                                  |  | 2010            |        |   | 2009     |   |       | 2010      |  |   | 2009     |  
|                                                                                                                                                                                        |  |                 |        |  
|Cash and cash equivalents                                                                                                                                                               |  | $               | 8      |   |          | $ | 5     |           |  | $ | 8        |   |  | $ | 5     |  
|Accounts receivable, net                                                                                                                                                                |  |                 | 313    |   |          |   | 296   |           |  |   | 313      |   |  |   | 296   |  
|Inventories (Note 3)                                                                                                                                                                    |  |                 | 532    |   |          |   | 602   |           |  |   | 532      |   |  |   | 602   |  
|Other current assets                                                                                                                                                                    |  |                 | 30     |   |          |   | 23    |           |  |   | 30       |   |  |   | 23    |  
|                                                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|Total current assets                                                                                                                                                                    |  |                 | 883    |   |          |   | 926   |           |  |   | 883      |   |  |   | 926   |  
|                                                                                                                                                                                        |  |                 |        |  
|Property, plant and equipment, net of accumulated depreciation of $1,098 as of September 30, 2010 and $905 as of
December 31, 2009                                                      |  |                 | 2,798  |   |          |   | 2,965 |           |  |   | 2,798    |   |  |   | 2,965 |  
|Other assets                                                                                                                                                                            |  |                 | 114    |   |          |   | 115   |           |  |   | 113      |   |  |   | 114   |  
|                                                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|TOTAL ASSETS                                                                                                                                                                            |  | $               | 3,795  |   |          | $ | 4,006 |           |  | $ | 3,794    |   |  | $ | 4,005 |  
|                                                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|                                                                                                                                                                                        |  |                 |        |  
|LIABILITIES AND EQUITY (DEFICIT)                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|                                                                                                                                                                                        |  |                 |        |  
|Accounts payable                                                                                                                                                                        |  | $               | 201    |   |          | $ | 230   |           |  | $ | 201      |   |  | $ | 230   |  
|Other current liabilities                                                                                                                                                               |  |                 | 307    |   |          |   | 238   |           |  |   | 307      |   |  |   | 238   |  
|                                                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|Total current liabilities                                                                                                                                                               |  |                 | 508    |   |          |   | 468   |           |  |   | 508      |   |  |   | 468   |  
|                                                                                                                                                                                        |  |                 |        |  
|Long-term debt (Note 5)                                                                                                                                                                 |  |                 | 3,393  |   |          |   | 3,231 |           |  |   | 3,179    |   |  |   | 3,030 |  
|Other long-term obligations                                                                                                                                                             |  |                 | 492    |   |          |   | 493   |           |  |   | 492      |   |  |   | 493   |  
|Commitments and contingencies (Note 12)                                                                                                                                                 |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|                                                                                                                                                                                        |  |                 |        |  
|EQUITY (DEFICIT)                                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|                                                                                                                                                                                        |  |                 |        |  
|Common stock, NewPage Holding10 shares authorized, issued and outstanding, $0.01 per share par value; NewPage100
shares authorized, issued and outstanding, $0.01 per share par value |  |                 |       |   |          |   |      |           |  |   |         |   |  |   |      |  
|Additional paid-in capital                                                                                                                                                              |  |                 | 706    |   |          |   | 685   |           |  |   | 812      |   |  |   | 791   |  
|Accumulated deficit                                                                                                                                                                     |  |                 | (1,035 | ) |          |   | (606  | )         |  |   | (938     | ) |  |   | (522  | )
|Accumulated other comprehensive loss                                                                                                                                                    |  |                 | (269   | ) |          |   | (265  | )         |  |   | (259     | ) |  |   | (255  | )
|                                                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|Total equity (deficit)                                                                                                                                                                  |  |                 | (598   | ) |          |   | (186  | )         |  |   | (385     | ) |  |   | 14    |  
|                                                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  
|TOTAL LIABILITIES AND EQUITY (DEFICIT)                                                                                                                                                  |  | $               | 3,795  |   |          | $ | 4,006 |           |  | $ | 3,794    |   |  | $ | 4,005 |  
|                                                                                                                                                                                        |  |                 |        |   |          |   |       |           |  |   |          |   |  |   |       |  

See notes to condensed consolidated financial statements.



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NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

THIRD QUARTER AND THREE QUARTERS ENDED

SEPTEMBER 30, 2010 AND 2009

Dollars in millions



|                                                                                                                                           |  |                              |      |  |                               |   |       |      |  |   |       |  |  |   |       | 
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ---- |  | ----------------------------- | - | ----- | ---- |  | - | ----- |  |  | - | ----- | 
|                                                                                                                                           |  | NewPage Holding              |     
|                                                                                                                                           |  | Third QuarterEnded Sept. 30, |      |  | Three QuartersEnded Sept. 30, |  
|                                                                                                                                           |  | 2010                         |      |  | 2009                          |   |       | 2010 |  |   | 2009  | 
|Net sales                                                                                                                                  |  | $                            | 943  |  |                               | $ | 791   |      |  | $ | 2,650 |  |  | $ | 2,249 | 
|                                                                                                                                           |  |                              |      | 
|Cost of sales                                                                                                                              |  |                              | 886  |  |                               |   | 785   |      |  |   | 2,648 |  |  |   | 2,261 | 
|Selling, general and administrative expenses                                                                                               |  |                              | 41   |  |                               |   | 47    |      |  |   | 148   |  |  |   | 142   | 
|Interest expense (including non-cash interest expense of $15, $59, $47 and $82 and loss on extinguishment of debt of $85 in 2009)
(Note 5) |  |                              | 97   |  |                               |   | 199   |      |  |   | 295   |  |  |   | 343   | 
|Other (income) expense, net (Note 8)                                                                                                       |  |                              | (10) |  |                               |   | (93)  |      |  |   | (13)  |  |  |   | (218) | 
|                                                                                                                                           |  |                              |      |  |                               |   |       |      |  |   |       |  |  |   |       | 
|                                                                                                                                           |  |                              |      | 
|Income (loss) before income taxes                                                                                                          |  |                              | (71) |  |                               |   | (147) |      |  |   | (428) |  |  |   | (279) | 
|Income tax (benefit)                                                                                                                       |  |                              |     |  |                               |   | (10)  |      |  |   | 1     |  |  |   | (20)  | 
|                                                                                                                                           |  |                              |      |  |                               |   |       |      |  |   |       |  |  |   |       | 
|                                                                                                                                           |  |                              |      | 
|Net income (loss)                                                                                                                          |  |                              | (71) |  |                               |   | (137) |      |  |   | (429) |  |  |   | (259) | 
|Net income (loss)noncontrolling interests                                                                                                 |  |                              |     |  |                               |   | 1     |      |  |   |      |  |  |   | 4     | 
|                                                                                                                                           |  |                              |      |  |                               |   |       |      |  |   |       |  |  |   |       | 
|Net income (loss) attributable to the company                                                                                              |  | $                            | (71) |  |                               | $ | (138) |      |  | $ | (429) |  |  | $ | (263) | 
|                                                                                                                                           |  |                              |      |  |                               |   |       |      |  |   |       |  |  |   |       | 

See notes to condensed consolidated financial statements.



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NEWPAGE CORPORATION AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

THIRD QUARTER AND THREE QUARTERS ENDED

SEPTEMBER 30, 2010 AND 2009

Dollars in millions



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

See notes to condensed consolidated financial statements.



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NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (unaudited)

THREE QUARTERS ENDED SEPTEMBER 30,
2010

Dollars in millions



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

THREE QUARTERS ENDED SEPTEMBER 30, 2009

Dollars in millions



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

See notes to condensed consolidated financial statements.



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NEWPAGE CORPORATION AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (unaudited)

THREE QUARTERS ENDED SEPTEMBER 30, 2010

Dollars in millions



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

THREE QUARTERS ENDED SEPTEMBER 30, 2009

Dollars in millions



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

See notes to condensed consolidated financial statements.



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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

THREE QUARTERS ENDED SEPTEMBER 30, 2010 AND 2009

Dollars in millions



|                                                                                                    |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|--------------------------------------------------------------------------------------------------- |  | --------------- | ----- |  | --------------- | - | ------- | ---- |  | - | ----- |  |  | - | ------- | 
|                                                                                                    |  | NewPage Holding |       |  | NewPage         |  
|                                                                                                    |  | Three Quarters  |       |  | Three Quarters  |  
|                                                                                                    |  | Ended Sept. 30, |       |  | Ended Sept. 30, |  
|                                                                                                    |  | 2010            |       |  | 2009            |   |         | 2010 |  |   | 2009  | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|Net income (loss)                                                                                   |  | $               | (429) |  |                 | $ | (259)   |      |  | $ | (416) |  |  | $ | (249)   | 
|Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|Depreciation and amortization                                                                       |  |                 | 203   |  |                 |   | 208     |      |  |   | 203   |  |  |   | 208     | 
|Non-cash interest expense                                                                           |  |                 | 47    |  |                 |   | 82      |      |  |   | 34    |  |  |   | 68      | 
|Loss on extinguishment of debt (Note 5)                                                             |  |                 |      |  |                 |   | 72      |      |  |   |      |  |  |   | 72      | 
|(Gain) loss on disposal and impairment of assets                                                    |  |                 | 9     |  |                 |   | 5       |      |  |   | 9     |  |  |   | 5       | 
|Deferred income taxes                                                                               |  |                 |      |  |                 |   | (21)    |      |  |   |      |  |  |   | (17)    | 
|Non-cash U.S. pension expense                                                                       |  |                 | 26    |  |                 |   | 37      |      |  |   | 26    |  |  |   | 37      | 
|Equity award expense (Note 6)                                                                       |  |                 | 21    |  |                 |   | 7       |      |  |   | 21    |  |  |   | 7       | 
|Change in operating assets and liabilities                                                          |  |                 | 32    |  |                 |   | (144)   |      |  |   | 32    |  |  |   | (144)   | 
|                                                                                                    |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|Net cash provided by (used for) operating activities                                                |  |                 | (91)  |  |                 |   | (13)    |      |  |   | (91)  |  |  |   | (13)    | 
|                                                                                                    |  |                 |       | 
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|Capital expenditures                                                                                |  |                 | (49)  |  |                 |   | (45)    |      |  |   | (49)  |  |  |   | (45)    | 
|Proceeds from sales of assets                                                                       |  |                 | 12    |  |                 |   | 22      |      |  |   | 12    |  |  |   | 22      | 
|Other investing activities                                                                          |  |                 | (2)   |  |                 |   |        |      |  |   | (2)   |  |  |   |        | 
|                                                                                                    |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|Net cash provided by (used for) investing activities                                                |  |                 | (39)  |  |                 |   | (23)    |      |  |   | (39)  |  |  |   | (23)    | 
|                                                                                                    |  |                 |       | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|Proceeds from issuance of long-term debt                                                            |  |                 | 67    |  |                 |   | 1,598   |      |  |   | 67    |  |  |   | 1,598   | 
|Payment of financing costs                                                                          |  |                 | (4)   |  |                 |   | (54)    |      |  |   | (4)   |  |  |   | (54)    | 
|Loans to parent companies                                                                           |  |                 | (1)   |  |                 |   | (3)     |      |  |   | (1)   |  |  |   | (3)     | 
|Repayments of long-term debt                                                                        |  |                 |      |  |                 |   | (1,584) |      |  |   |      |  |  |   | (1,584) | 
|Borrowings on revolving credit facility                                                             |  |                 | 735   |  |                 |   | 907     |      |  |   | 735   |  |  |   | 907     | 
|Payments on revolving credit facility                                                               |  |                 | (667) |  |                 |   | (823)   |      |  |   | (667) |  |  |   | (823)   | 
|                                                                                                    |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|Net cash provided by (used for) financing activities                                                |  |                 | 130   |  |                 |   | 41      |      |  |   | 130   |  |  |   | 41      | 
|                                                                                                    |  |                 |       | 
|Effect of exchange rate changes on cash and cash equivalents                                        |  |                 | 3     |  |                 |   | 3       |      |  |   | 3     |  |  |   | 3       | 
|                                                                                                    |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|                                                                                                    |  |                 |       | 
|Net increase (decrease) in cash and cash equivalents                                                |  |                 | 3     |  |                 |   | 8       |      |  |   | 3     |  |  |   | 8       | 
|Cash and cash equivalents at beginning of period                                                    |  |                 | 5     |  |                 |   | 3       |      |  |   | 5     |  |  |   | 3       | 
|                                                                                                    |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|Cash and cash equivalents at end of period                                                          |  | $               | 8     |  |                 | $ | 11      |      |  | $ | 8     |  |  | $ | 11      | 
|                                                                                                    |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|                                                                                                    |  |                 |       | 
|SUPPLEMENTAL INFORMATION                                                                            |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 
|Cash paid for interest                                                                              |  | $               | 210   |  |                 | $ | 153     |      |  | $ | 210   |  |  | $ | 153     | 
|                                                                                                    |  |                 |       |  |                 |   |         |      |  |   |       |  |  |   |         | 

See notes to condensed consolidated financial statements.



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NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

NEWPAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Dollars in
millions, except per share amounts



|1. | BASIS OF PRESENTATION
|-- | ---------------------

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

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

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



|2. | FINANCIAL INSTRUMENTS
|-- | ---------------------

Derivative
Financial Instruments

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

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



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

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

Interest Rates

As of December 31, 2009, we had outstanding interest rate swaps
totaling $900 for which we received amounts based on LIBOR and paid amounts based on a fixed rate. As of December 31, 2009, we also had outstanding a $200 interest rate swap with an offsetting exposure for which we received amounts based on a
fixed rate and paid amounts based on LIBOR. During the third quarter of 2010, we settled the remaining liability for all interest rate agreements. We measured the fair values of our interest rate swaps using observable interest-rate yield curves for
comparable assets and liabilities at commonly quoted intervals. We paid cash of $21 and $15 on our interest rate agreements for the third quarter ended September 30, 2010 and 2009 and we paid cash of $34 and $31 on our interest rate agreements
for the three quarters ended September 30, 2010 and 2009.

Natural Gas

In order to hedge the future cost of natural gas consumed at our mills, we engage in financial hedging of future gas purchase prices, designated as cash flow hedges. We hedge with financial instruments
that are priced based on New York Mercantile Exchange (NYMEX) natural gas futures contracts. We do not hedge basis (the effect of varying delivery points or locations) or transportation costs (the cost to transport the gas from the
delivery point to a company location) under these transactions. As of September 30, 2010 and December 31, 2009, we were party to natural gas futures contracts for notional amounts aggregating 1,190,000 and 2,130,000 MMBTUs, which expire
through October 2011. We measure the fair values of our natural gas contracts based on natural gas futures contracts priced on the NYMEX.



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Assets and Liabilities Measured
at Fair Value on a Recurring Basis

As of September 30, 2010 and December 31, 2009, the fair values and carrying amounts of
our financial assets and liabilities measured on a recurring basis are as follows:



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

The amount of gain (loss) on cash flow
hedges recognized in accumulated other comprehensive income (loss) (AOCI) and the amount reclassified to income (loss) during the third quarter and three quarters ended September 30, 2010 and 2009 are as follows:



|                                        |  |                                  |     |   |                                                   |  |                  |                                                        |  |   |     |  
|--------------------------------------- |  | -------------------------------- | --- | - | ------------------------------------------------- |  | ---------------- | ------------------------------------------------------ |  | - | --- | -
|                                        |  | Amount of gain (loss) recognized |     |   | Location of gain
(loss) reclassified from AOCI to |  |                  | Amount of
gain (loss) reclassified from AOCI
to income | 
|Derivative Type                         |  | in OCI                           |     |   | income (loss)                                     |  |                  | (loss)                                                 | 
|                                        |  |                                  |    
|Third Quarter Ended September 30, 2010  |  |                                  |     |   |                                                   |  |                  |                                                        |  |   |     |  
|Natural gas contracts                   |  | $                                | (1  | ) |                                                   |  | Cost of sales    |                                                        |  | $ |    |  
|                                        |  |                                  |    
|Three Quarters Ended September 30, 2010 |  |                                  |     |   |                                                   |  |                  |                                                        |  |   |     |  
|Natural gas contracts                   |  | $                                | (3  | ) |                                                   |  | Cost of sales    |                                                        |  | $ | (2  | )
|                                        |  |                                  |    
|Third Quarter Ended September 30, 2009  |  |                                  |     |   |                                                   |  |                  |                                                        |  |   |     |  
|Interest rate swap agreements           |  | $                                | (17 | ) |                                                   |  | Interest expense |                                                        |  | $ | (57 | )
|Natural gas contracts                   |  |                                  | (1  | ) |                                                   |  | Cost of sales    |                                                        |  |   | (2  | )
|                                        |  |                                  |    
|Three Quarters Ended September 30, 2009 |  |                                  |     |   |                                                   |  |                  |                                                        |  |   |     |  
|Interest rate swap agreements           |  | $                                | (18 | ) |                                                   |  | Interest expense |                                                        |  | $ | (73 | )
|Natural gas contracts                   |  |                                  | (4  | ) |                                                   |  | Cost of sales    |                                                        |  |   | (4  | )

Assets and Liabilities Not Carried
at Fair Value

The fair value of long-term debt is based upon quoted market prices for the same or similar issues or on the current
interest rates available to us for debt of similar terms and maturities. At September 30, 2010 and December 31, 2009, the carrying amounts of all other assets and liabilities that qualify as financial instruments approximated their fair
value. Details of our long-term debt are as follows:



|                |  |                    |        |   |                   |   |        |           |  |   |                |   |  |   |        |  
|--------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | --------- |  | - | -------------- | - |  | - | ------ | -
|                |  | September 30, 2010 |        |   | December 31, 2009 |  
|                |  | FairValue          |        |   | CarryingAmount    |   |        | FairValue |  |   | CarryingAmount |  
|Long-term debt: |  |                    |        |   |                   |   |        |           |  |   |                |   |  |   |        |  
|NewPage Holding |  | $                  | (2,264 | ) |                   | $ | (3,243 | )         |  | $ | (2,686         | ) |  | $ | (3,083 | )
|NewPage         |  |                    | (2,252 | ) |                   |   | (3,029 | )         |  |   | (2,624         | ) |  |   | (2,882 | )



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|3. | INVENTORIES
|-- | -----------

Inventories as of
September 30, 2010 and December 31, 2009 consist of:



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

If inventories had been valued at current costs, they would have been valued at $509 and $607 at September 30, 2010 and
December 31, 2009.



|4. | ACCOUNTS PAYABLE
|-- | ----------------

Accounts payable as of
September 30, 2010 and December 31, 2009 includes $16 and $13 of outstanding checks in excess of cash.



|5. | LONG-TERM DEBT
|-- | --------------

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



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

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



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



|6. | EQUITY
|-- | ------

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

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

The following table summarizes activity in the plan:



|                                                                   |  |         |         |  |                               |   |       | 
|------------------------------------------------------------------ |  | ------- | ------- |  | ----------------------------- | - | ----- | 
|Shares of NewPage Group issuable under stock options, in thousands |  | Options |         |  | Weighted-averageexerciseprice |  
|Outstanding at December 31, 2009                                   |  |         | 5,070   |  |                               | $ | 20.47 | 
|Granted                                                            |  |         | 2,678   |  |                               |   | 4.08  | 
|Forfeited or expired                                               |  |         | (4,426) |  |                               |   | 9.55  | 
|                                                                   |  |         |         |  |                               |   |       | 
|Outstanding at September 30, 2010                                  |  |         | 3,322   |  |                               |   | 1.95  | 
|                                                                   |  |         |         |  |                               |   |       | 
|Exercisable at September 30, 2010                                  |  |         | 1,589   |  |                               |   | 2.00  | 
|                                                                   |  |         |         |  |                               |   |       | 

The outstanding options and the exercisable options at September 30, 2010 have a weighted-average remaining
contractual life of 1.8 years.

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



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



|                                               |  |                     |      |   |      |   |      |  
|---------------------------------------------- |  | ------------------- | ---- | - | ---- | - | ---- | -
|                                               |  | Three Quarters      |     
|                                               |  | Ended September 30, |     
|                                               |  | 2010                |      |   | 2009 |  
|                                               |  |                    
|Weighted-average fair value of options granted |  | $                   | 2.75 |   |      | $ | 3.06 |  
|Weighted-average assumptions used for grants:  |  |                     |      |   |      |   |      |  
|Expected volatility                            |  |                     | 90   | % |      |   | 90   | %
|Risk-free interest rate                        |  |                     | 1.8  | % |      |   | 2.0  | %
|Expected life of option (in years)             |  |                     | 4    |   |      |   | 5    |  



|7. | RETIREMENT AND OTHER POSTRETIREMENT BENEFITS
|-- | --------------------------------------------

A summary of the components of net periodic costs for the third quarter and three quarters ended September 30, 2010 and 2009 is as follows:

Pension Plans



|                               |  |                 |      |  |                 |   |      |      |  |   |      |  |  |   |      | 
|------------------------------ |  | --------------- | ---- |  | --------------- | - | ---- | ---- |  | - | ---- |  |  | - | ---- | 
|                               |  | U.S. Plans      |      |  | Canadian Plans  |  
|                               |  | Third Quarter   |      |  | Third Quarter   |  
|                               |  | Ended Sept. 30, |      |  | Ended Sept. 30, |  
|                               |  | 2010            |      |  | 2009            |   |      | 2010 |  |   | 2009 | 
|Service cost                   |  | $               | 6    |  |                 | $ | 6    |      |  | $ | 1    |  |  | $ | 1    | 
|Interest cost                  |  |                 | 16   |  |                 |   | 15   |      |  |   | 5    |  |  |   | 4    | 
|Expected return on plan assets |  |                 | (16) |  |                 |   | (14) |      |  |   | (4)  |  |  |   | (4)  | 
|Amortization of net loss       |  |                 | 4    |  |                 |   | 5    |      |  |   |     |  |  |   |     | 
|                               |  |                 |      |  |                 |   |      |      |  |   |      |  |  |   |      | 
|Net periodic cost              |  | $               | 10   |  |                 | $ | 12   |      |  | $ | 2    |  |  | $ | 1    | 
|                               |  |                 |      |  |                 |   |      |      |  |   |      |  |  |   |      | 
|                               |  |                
|                               |  | U.S. Plans      |      |  | Canadian Plans  |  
|                               |  | Three Quarters  |      |  | Three Quarters  |  
|                               |  | Ended Sept. 30, |      |  | Ended Sept. 30, |  
|                               |  |                 | 2010 |  |                 |   | 2009 |      |  |   | 2010 |  |  |   | 2009 | 
|Service cost                   |  | $               | 18   |  |                 | $ | 17   |      |  | $ | 3    |  |  | $ | 2    | 
|Interest cost                  |  |                 | 48   |  |                 |   | 47   |      |  |   | 15   |  |  |   | 13   | 
|Expected return on plan assets |  |                 | (49) |  |                 |   | (42) |      |  |   | (14) |  |  |   | (11) | 
|Amortization of net loss       |  |                 | 10   |  |                 |   | 15   |      |  |   | 1    |  |  |   |     | 
|                               |  |                 |      |  |                 |   |      |      |  |   |      |  |  |   |      | 
|Net periodic cost              |  | $               | 27   |  |                 | $ | 37   |      |  | $ | 5    |  |  | $ | 4    | 
|                               |  |                 |      |  |                 |   |      |      |  |   |      |  |  |   |      | 



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Other Postretirement Plans



|                                                |  |                               |     |  |                               |   |     |      |  |   |      |  |  |   |   | 
|----------------------------------------------- |  | ----------------------------- | --- |  | ----------------------------- | - | --- | ---- |  | - | ---- |  |  | - | - | 
|                                                |  | U.S. Plans                    |     |  | Canadian Plans                |  
|                                                |  | Third QuarterEnded Sept. 30,  |     |  | Third QuarterEnded Sept. 30,  |  
|                                                |  | 2010                          |     |  | 2009                          |   |     | 2010 |  |   | 2009 | 
|Service cost                                    |  | $                             |    |  |                               | $ |    |      |  | $ |     |  |  | $ | 1 | 
|Interest cost                                   |  |                               | 2   |  |                               |   | 3   |      |  |   | 1    |  |  |   |  | 
|Amortization of net prior service cost (credit) |  |                               | (3) |  |                               |   |    |      |  |   | (1)  |  |  |   |  | 
|                                                |  |                               |     |  |                               |   |     |      |  |   |      |  |  |   |   | 
|Net periodic cost (income)                      |  | $                             | (1) |  |                               | $ | 3   |      |  | $ |     |  |  | $ | 1 | 
|                                                |  |                               |     |  |                               |   |     |      |  |   |      |  |  |   |   | 
|                                                |  |                              
|                                                |  | U.S. Plans                    |     |  | Canadian Plans                |  
|                                                |  | Three QuartersEnded Sept. 30, |     |  | Three QuartersEnded Sept. 30, |  
|                                                |  | 2010                          |     |  | 2009                          |   |     | 2010 |  |   | 2009 | 
|Service cost                                    |  | $                             | 1   |  |                               | $ | 1   |      |  | $ | 1    |  |  | $ | 1 | 
|Interest cost                                   |  |                               | 5   |  |                               |   | 9   |      |  |   | 1    |  |  |   | 1 | 
|Amortization of net prior service cost (credit) |  |                               | (9) |  |                               |   | (1) |      |  |   | (1)  |  |  |   |  | 
|                                                |  |                               |     |  |                               |   |     |      |  |   |      |  |  |   |   | 
|Net periodic cost (income)                      |  | $                             | (3) |  |                               | $ | 9   |      |  | $ | 1    |  |  | $ | 2 | 
|                                                |  |                               |     |  |                               |   |     |      |  |   |      |  |  |   |   | 



|8. | OTHER (INCOME) EXPENSE
|-- | ----------------------

During the three
quarters ended September 30, 2010, we recognized $12 of net loss on disposal and impairment of assets in other (income) expense. In addition, during the third quarter and three quarters ended September 30, 2010, we recognized $(9) and
$(22) of income for alternative fuel mixture tax credits, as income recognition criteria was met. We recognized $(94) and $(214) of income during the third quarter and three quarters ended September 30, 2009 for alternative fuel mixture tax
credits.



|9. | INCOME TAXES
|-- | ------------

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



|10. | RESTRUCTURING
|--- | -------------

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



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The activity in the accrued
restructuring liability relating to these actions for the three quarters ended September 30, 2010 and 2009 was as follows:



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



|11. | DISPOSITION OF ASSETS
|--- | ---------------------

On
November 3, 2010, NewPage Port Hawkesbury Corp. (NPPH), an indirect wholly-owned subsidiary of NewPage, completed the sale of certain assets, including a boiler at the Port Hawkesbury, Nova Scotia mill, to Nova Scotia Power Inc.
(NSPI) for a cash sales price of Canadian $80. In addition, NSPI and NPPH have entered into an engineering, procurement and construction agreement for NPPH to construct for NSPI a 60 MW biomass cogeneration utility plant for the
generation of electricity by December 31, 2012 for approximately Canadian $93. NSPI and NPPH also entered into a management, operations and maintenance agreement related to NPPH operating the utility assets for NSPI.

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

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



|12. | COMMITMENTS AND CONTINGENCIES
|--- | -----------------------------

Claims
have been made against us for the costs of environmental remediation measures taken or to be taken. Reserves for these liabilities have been established and no insurance recoveries have been anticipated in the determination of the reserves. We are
involved in various other litigation and administrative proceedings arising in the normal course of business. Although the ultimate outcome of these matters cannot be predicted with certainty, we do not believe that the currently expected outcome of
any matter, lawsuit or claim that is pending or threatened, or all of them combined, will have a material adverse effect on our financial condition, results of operations or liquidity.



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|13. | SUPPLEMENTAL CONSOLIDATING INFORMATION
|--- | --------------------------------------

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

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



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NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

SEPTEMBER 30, 2010



|                                       |  |                     |       |  |                        |   |       |                             |  |   |                             |  |  |              |         |  |  |   |       | 
|-------------------------------------- |  | ------------------- | ----- |  | ---------------------- | - | ----- | --------------------------- |  | - | --------------------------- |  |  | ------------ | ------- |  |  | - | ----- | 
|                                       |  | NewPage Corporation |       |  | Guarantor Subsidiaries |   |       | Non- Guarantor Subsidiaries |  |   | Consolidation/
Eliminations |  |  | Consolidated |        
|ASSETS                                 |  |                     |       |  |                        |   |       |                             |  |   |                             |  |  |              |         |  |  |   |       | 
|Cash and cash equivalents              |  | $                   | 2     |  |                        | $ | (1)   |                             |  | $ | 7                           |  |  | $            |        |  |  | $ | 8     | 
|Accounts receivable                    |  |                     | 243   |  |                        |   | 69    |                             |  |   | 1                           |  |  |              |        |  |  |   | 313   | 
|Inventories                            |  |                     | 235   |  |                        |   | 297   |                             |  |   |                            |  |  |              |        |  |  |   | 532   | 
|Other current assets                   |  |                     | 20    |  |                        |   | 9     |                             |  |   | 1                           |  |  |              |        |  |  |   | 30    | 
|                                       |  |                     |       |  |                        |   |       |                             |  |   |                             |  |  |              |         |  |  |   |       | 
|Total current assets                   |  |                     | 500   |  |                        |   | 374   |                             |  |   | 9                           |  |  |              |        |  |  |   | 883   | 
|                                       |  |                     |       |  |                       
|Intercompany receivables               |  |                     | 1,308 |  |                        |   | 460   |                             |  |   | 144                         |  |  |              | (1,912) |  |  |   |      | 
|Property, plant and equipment, net     |  |                     | 27    |  |                        |   | 2,716 |                             |  |   | 55                          |  |  |              |        |  |  |   | 2,798 | 
|Investment in subsidiaries             |  |                     | 1,773 |  |                        |   | 66    |                             |  |   |                            |  |  |              | (1,839) |  |  |   |      | 
|Other assets                           |  |                     | 105   |  |                        |   | 7     |                             |  |   | 1                           |  |  |              |        |  |  |   | 113   | 
|                                       |  |                     |       |  |                        |   |       |                             |  |   |                             |  |  |              |         |  |  |   |       | 
|TOTAL ASSETS                           |  | $                   | 3,713 |  |                        | $ | 3,623 |                             |  | $ | 209                         |  |  | $            | (3,751) |  |  | $ | 3,794 | 
|                                       |  |                     |       |  |                        |   |       |                             |  |   |                             |  |  |              |         |  |  |   |       | 
|                                       |  |                     |       |  |                       
|LIABILITIES AND EQUITY
(DEFICIT)       |  |                     |       |  |                        |   |       |                             |  |   |                             |  |  |              |         |  |  |   |       | 
|Accounts payable                       |  | $                   | 44    |  |                        | $ | 156   |                             |  | $ | 1                           |  |  | $            |        |  |  | $ | 201   | 
|Other current liabilities              |  |                     | 170   |  |                        |   | 131   |                             |  |   | 6                           |  |  |              |        |  |  |   | 307   | 
|                                       |  |                     |       |  |                        |   |       |                             |  |   |                             |  |  |              |         |  |  |   |       | 
|Total current liabilities              |  |                     | 214   |  |                        |   | 287   |                             |  |   | 7                           |  |  |              |        |  |  |   | 508   | 
|                                       |  |                     |       |  |                       
|Intercompany payables                  |  |                     | 460   |  |                        |   | 1,326 |                             |  |   | 126                         |  |  |              | (1,912) |  |  |   |      | 
|Long-term debt                         |  |                     | 3,029 |  |                        |   | 150   |                             |  |   |                            |  |  |              |        |  |  |   | 3,179 | 
|Other long-term liabilities            |  |                     | 395   |  |                        |   | 87    |                             |  |   | 10                          |  |  |              |        |  |  |   | 492   | 
|Equity (deficit)                       |  |                     | (385) |  |                        |   | 1,773 |                             |  |   | 66                          |  |  |              | (1,839) |  |  |   | (385) | 
|                                       |  |                     |       |  |                        |   |       |                             |  |   |                             |  |  |              |         |  |  |   |       | 
|TOTAL LIABILITIES AND EQUITY
(DEFICIT) |  | $                   | 3,713 |  |                        | $ | 3,623 |                             |  | $ | 209                         |  |  | $            | (3,751) |  |  | $ | 3,794 | 
|                                       |  |                     |       |  |                        |   |       |                             |  |   |                             |  |  |              |         |  |  |   |       | 



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NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2009



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



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NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

THIRD QUARTER ENDED SEPTEMBER 30, 2010



|                                             |  |                      |      |  |                         |   |     |                             |  |   |                            |  |  |              |       |  |  |   |      | 
|-------------------------------------------- |  | -------------------- | ---- |  | ----------------------- | - | --- | --------------------------- |  | - | -------------------------- |  |  | ------------ | ----- |  |  | - | ---- | 
|                                             |  | NewPage  Corporation |      |  | Guarantor  Subsidiaries |   |     | Non-Guarantor  Subsidiaries |  |   | Consolidation/Eliminations |  |  | Consolidated |      
|Net sales                                    |  | $                    | 842  |  |                         | $ | 808 |                             |  | $ | 23                         |  |  | $            | (730) |  |  | $ | 943  | 
|Cost of sales                                |  |                      | 791  |  |                         |   | 802 |                             |  |   | 23                         |  |  |              | (730) |  |  |   | 886  | 
|Selling, general and administrative expenses |  |                      | 41   |  |                         |   |    |                             |  |   |                           |  |  |              |      |  |  |   | 41   | 
|Equity in (earnings) loss of subsidiaries    |  |                      | (4)  |  |                         |   |    |                             |  |   |                           |  |  |              | 4     |  |  |   |     | 
|Interest expense                             |  |                      | 91   |  |                         |   | 2   |                             |  |   |                           |  |  |              |      |  |  |   | 93   | 
|Other (income) expense, net                  |  |                      | (10) |  |                         |   |    |                             |  |   |                           |  |  |              |      |  |  |   | (10) | 
|                                             |  |                      |      |  |                         |   |     |                             |  |   |                            |  |  |              |       |  |  |   |      | 
|                                             |  |                      |      |  |                        
|Income (loss) before income taxes            |  |                      | (67) |  |                         |   | 4   |                             |  |   |                           |  |  |              | (4)   |  |  |   | (67) | 
|Income tax (benefit)                         |  |                      |     |  |                         |   |    |                             |  |   |                           |  |  |              |      |  |  |   |     | 
|                                             |  |                      |      |  |                         |   |     |                             |  |   |                            |  |  |              |       |  |  |   |      | 
|                                             |  |                      |      |  |                        
|Net income (loss)                            |  | $                    | (67) |  |                         | $ | 4   |                             |  | $ |                           |  |  | $            | (4)   |  |  | $ | (67) | 
|                                             |  |                      |      |  |                         |   |     |                             |  |   |                            |  |  |              |       |  |  |   |      | 

NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

THREE QUARTERS ENDED SEPTEMBER 30, 2010



|                                             |  |                      |       |  |                         |   |       |                             |  |   |                            |  |  |              |         |  |  |   |       | 
|-------------------------------------------- |  | -------------------- | ----- |  | ----------------------- | - | ----- | --------------------------- |  | - | -------------------------- |  |  | ------------ | ------- |  |  | - | ----- | 
|                                             |  | NewPage  Corporation |       |  | Guarantor  Subsidiaries |   |       | Non-Guarantor  Subsidiaries |  |   | Consolidation/Eliminations |  |  | Consolidated |        
|Net sales                                    |  | $                    | 2,375 |  |                         | $ | 2,384 |                             |  | $ | 66                         |  |  | $            | (2,175) |  |  | $ | 2,650 | 
|Cost of sales                                |  |                      | 2,359 |  |                         |   | 2,399 |                             |  |   | 65                         |  |  |              | (2,175) |  |  |   | 2,648 | 
|Selling, general and administrative expenses |  |                      | 147   |  |                         |   | 1     |                             |  |   |                           |  |  |              |        |  |  |   | 148   | 
|Equity in (earnings) loss of subsidiaries    |  |                      | 35    |  |                         |   | (1)   |                             |  |   |                           |  |  |              | (34)    |  |  |   |      | 
|Interest expense                             |  |                      | 273   |  |                         |   | 9     |                             |  |   |                           |  |  |              |        |  |  |   | 282   | 
|Other (income) expense, net                  |  |                      | (23)  |  |                         |   | 10    |                             |  |   |                           |  |  |              |        |  |  |   | (13)  | 
|                                             |  |                      |       |  |                         |   |       |                             |  |   |                            |  |  |              |         |  |  |   |       | 
|                                             |  |                      |       |  |                        
|Income (loss) before income taxes            |  |                      | (416) |  |                         |   | (34)  |                             |  |   | 1                          |  |  |              | 34      |  |  |   | (415) | 
|Income tax (benefit)                         |  |                      |      |  |                         |   | 1     |                             |  |   |                           |  |  |              |        |  |  |   | 1     | 
|                                             |  |                      |       |  |                         |   |       |                             |  |   |                            |  |  |              |         |  |  |   |       | 
|                                             |  |                      |       |  |                        
|Net income (loss)                            |  | $                    | (416) |  |                         | $ | (35)  |                             |  | $ | 1                          |  |  | $            | 34      |  |  | $ | (416) | 
|                                             |  |                      |       |  |                         |   |       |                             |  |   |                            |  |  |              |         |  |  |   |       | 



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NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

THIRD QUARTER ENDED SEPTEMBER 30, 2009



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

NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

THREE QUARTERS ENDED SEPTEMBER 30, 2009



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



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NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE QUARTERS ENDED SEPTEMBER 30, 2010



|                                                            |  |                      |       |  |                         |   |      |                               |  |   |                              |  |  |              |   |  |  |   |       | 
|----------------------------------------------------------- |  | -------------------- | ----- |  | ----------------------- | - | ---- | ----------------------------- |  | - | ---------------------------- |  |  | ------------ | - |  |  | - | ----- | 
|                                                            |  | NewPage  Corporation |       |  | Guarantor  Subsidiaries |   |      | Non-  Guarantor  Subsidiaries |  |   | Consolidation/  Eliminations |  |  | Consolidated |  
|CASH FLOWS FROM OPERATING ACTIVITIES                        |  |                      |       |  |                         |   |      |                               |  |   |                              |  |  |              |   |  |  |   |       | 
|Net cash provided by (used for) operating activities        |  | $                    | (124) |  |                         | $ | 30   |                               |  | $ | 3                            |  |  | $            |  |  |  | $ | (91)  | 
|                                                            |  |                      |       |  |                        
|CASH FLOWS FROM INVESTING ACTIVITIES                        |  |                      |       |  |                         |   |      |                               |  |   |                              |  |  |              |   |  |  |   |       | 
|Capital expenditures                                        |  |                      | (5)   |  |                         |   | (44) |                               |  |   |                             |  |  |              |  |  |  |   | (49)  | 
|Proceeds from sales of assets                               |  |                      |      |  |                         |   | 12   |                               |  |   |                             |  |  |              |  |  |  |   | 12    | 
|Other investing activities                                  |  |                      |      |  |                         |   | (2)  |                               |  |   |                             |  |  |              |  |  |  |   | (2)   | 
|                                                            |  |                      |       |  |                         |   |      |                               |  |   |                              |  |  |              |   |  |  |   |       | 
|Net cash provided by (used for) investing activities        |  |                      | (5)   |  |                         |   | (34) |                               |  |   |                             |  |  |              |  |  |  |   | (39)  | 
|                                                            |  |                      |       |  |                        
|CASH FLOWS FROM FINANCING ACTIVITIES                        |  |                      |       |  |                         |   |      |                               |  |   |                              |  |  |              |   |  |  |   |       | 
|Proceeds from issuance of long-term debt                    |  |                      | 67    |  |                         |   |     |                               |  |   |                             |  |  |              |  |  |  |   | 67    | 
|Payment of financing costs                                  |  |                      | (4)   |  |                         |   |     |                               |  |   |                             |  |  |              |  |  |  |   | (4)   | 
|Loan to parent companies                                    |  |                      | (1)   |  |                         |   |     |                               |  |   |                             |  |  |              |  |  |  |   | (1)   | 
|Borrowings on revolving credit facility                     |  |                      | 735   |  |                         |   |     |                               |  |   |                             |  |  |              |  |  |  |   | 735   | 
|Payments on revolving credit facility                       |  |                      | (667) |  |                         |   |     |                               |  |   |                             |  |  |              |  |  |  |   | (667) | 
|                                                            |  |                      |       |  |                         |   |      |                               |  |   |                              |  |  |              |   |  |  |   |       | 
|Net cash provided by (used for) financing activities        |  |                      | 130   |  |                         |   |     |                               |  |   |                             |  |  |              |  |  |  |   | 130   | 
|                                                            |  |                      |       |  |                        
|Effect of exchange rate changes on cash and cash equivalent |  |                      |      |  |                         |   | 3    |                               |  |   |                             |  |  |              |  |  |  |   | 3     | 
|                                                            |  |                      |       |  |                         |   |      |                               |  |   |                              |  |  |              |   |  |  |   |       | 
|                                                            |  |                      |       |  |                        
|Net increase (decrease) in cash and cash equivalents        |  |                      | 1     |  |                         |   | (1)  |                               |  |   | 3                            |  |  |              |  |  |  |   | 3     | 
|Cash and cash equivalents at beginning of period            |  |                      | 1     |  |                         |   |     |                               |  |   | 4                            |  |  |              |  |  |  |   | 5     | 
|                                                            |  |                      |       |  |                         |   |      |                               |  |   |                              |  |  |              |   |  |  |   |       | 
|Cash and cash equivalents at end of period                  |  | $                    | 2     |  |                         | $ | (1)  |                               |  | $ | 7                            |  |  | $            |  |  |  | $ | 8     | 
|                                                            |  |                      |       |  |                         |   |      |                               |  |   |                              |  |  |              |   |  |  |   |       | 



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NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE QUARTERS ENDED SEPTEMBER 30, 2009



|                                                            |  |                      |         |  |                         |   |      |                             |  |   |                              |  |  |              |   |  |  |   |         | 
|----------------------------------------------------------- |  | -------------------- | ------- |  | ----------------------- | - | ---- | --------------------------- |  | - | ---------------------------- |  |  | ------------ | - |  |  | - | ------- | 
|                                                            |  | NewPage  Corporation |         |  | Guarantor  Subsidiaries |   |      | Non-  Guarantor  Subsidiary |  |   | Consolidation/  Eliminations |  |  | Consolidated |  
|CASH FLOWS FROM OPERATING ACTIVITIES                        |  |                      |         |  |                         |   |      |                             |  |   |                              |  |  |              |   |  |  |   |         | 
|Net cash provided by (used for) operating activities        |  | $                    | (37)    |  |                         | $ | 16   |                             |  | $ |                             |  |  | $            | 8 |  |  | $ | (13)    | 
|                                                            |  |                      |         |  |                        
|CASH FLOWS FROM INVESTING ACTIVITIES                        |  |                      |         |  |                         |   |      |                             |  |   |                              |  |  |              |   |  |  |   |         | 
|Capital expenditures                                        |  |                      | (4)     |  |                         |   | (41) |                             |  |   |                             |  |  |              |  |  |  |   | (45)    | 
|Proceeds from sales of assets                               |  |                      |        |  |                         |   | 22   |                             |  |   |                             |  |  |              |  |  |  |   | 22      | 
|                                                            |  |                      |         |  |                         |   |      |                             |  |   |                              |  |  |              |   |  |  |   |         | 
|Net cash provided by (used for) investing activities        |  |                      | (4)     |  |                         |   | (19) |                             |  |   |                             |  |  |              |  |  |  |   | (23)    | 
|                                                            |  |                      |         |  |                        
|CASH FLOWS FROM FINANCING ACTIVITIES                        |  |                      |         |  |                         |   |      |                             |  |   |                              |  |  |              |   |  |  |   |         | 
|Proceeds from issuance of long-term debt                    |  |                      | 1,598   |  |                         |   |     |                             |  |   |                             |  |  |              |  |  |  |   | 1,598   | 
|Payment of financing costs                                  |  |                      | (54)    |  |                         |   |     |                             |  |   |                             |  |  |              |  |  |  |   | (54)    | 
|Loans to parent companies                                   |  |                      | (3)     |  |                         |   |     |                             |  |   |                             |  |  |              |  |  |  |   | (3)     | 
|Repayments on long-term debt                                |  |                      | (1,584) |  |                         |   |     |                             |  |   |                             |  |  |              |  |  |  |   | (1,584) | 
|Borrowings on revolving credit facility                     |  |                      | 907     |  |                         |   |     |                             |  |   |                             |  |  |              |  |  |  |   | 907     | 
|Payments on revolving credit facility                       |  |                      | (823)   |  |                         |   |     |                             |  |   |                             |  |  |              |  |  |  |   | (823)   | 
|                                                            |  |                      |         |  |                         |   |      |                             |  |   |                              |  |  |              |   |  |  |   |         | 
|Net cash provided by (used for) financing activities        |  |                      | 41      |  |                         |   |     |                             |  |   |                             |  |  |              |  |  |  |   | 41      | 
|                                                            |  |                      |         |  |                        
|Effect of exchange rate changes on cash and cash equivalent |  |                      |        |  |                         |   | 3    |                             |  |   |                             |  |  |              |  |  |  |   | 3       | 
|                                                            |  |                      |         |  |                         |   |      |                             |  |   |                              |  |  |              |   |  |  |   |         | 
|                                                            |  |                      |         |  |                        
|Net increase (decrease) in cash and cash equivalents        |  |                      |        |  |                         |   |     |                             |  |   |                             |  |  |              | 8 |  |  |   | 8       | 
|Cash and cash equivalents at beginning of period            |  |                      | 1       |  |                         |   |     |                             |  |   | 2                            |  |  |              |  |  |  |   | 3       | 
|                                                            |  |                      |         |  |                         |   |      |                             |  |   |                              |  |  |              |   |  |  |   |         | 
|Cash and cash equivalents at end of period                  |  | $                    | 1       |  |                         | $ |     |                             |  | $ | 2                            |  |  | $            | 8 |  |  | $ | 11      | 
|                                                            |  |                      |         |  |                         |   |      |                             |  |   |                              |  |  |              |   |  |  |   |         | 



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##### Table of Contents



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

Overview

Company Background

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

Trends in Our Business

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

Coated paper production capacity in North America was lower during the first three quarters of 2010 compared to the first three quarters of 2009,
primarily as a result of North American capacity closures.

North American prices for coated paper products historically have been determined
by North American supply and demand, rather than directly by raw material costs or other costs of sales. As a result of announced price increases, which began to take effect in the third quarter of 2010 and are expected to continue into the fourth
quarter, we believe average prices for coated paper will increase during the fourth quarter of 2010 compared to the first three quarters of 2010.

In September 2009, NewPage, along with two other U.S. paper producers and the United Steelworkers Union, filed antidumping and countervailing duty petitions with the U.S. Department of Commerce and the
U.S. International Trade Commission alleging that manufacturers of certain coated paper in China and Indonesia are dumping their products in the United States and that these manufacturers have been subsidized by their governments in violation of
U.S. trade laws. In September 2010, the Department of Commerce announced final antidumping and countervailing duty margins, replacing the preliminary margins announced earlier this year. On October 22, 2010, the International Trade Commission
determined by unanimous vote that imports of coated paper from China and Indonesia threaten material injury to U.S. producers and workers. The decision will allow the Department of Commerce to impose duties to offset the threat of dumping and
government subsidies. These duties will remain in effect for five years, subject to annual administrative reviews. Approximately 17% of our net sales are directly related to the products covered by the duties.



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Additional First-Lien Notes
Issuance

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

Results of Operations

The following tables set forth our historical results of operations for the third quarter and three quarters ended September 30, 2010. The following
discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes thereto included in this Quarterly Report. All assets, liabilities, income, expenses and cash flows presented for
all periods represent those of NewPage Holdings wholly-owned subsidiary, NewPage, except for NewPage Holdings debt and equity activity and income tax effects. Unless otherwise noted, the information provided pertains to both NewPage
Holding and NewPage.

Third Quarter 2010 Compared to Third Quarter 2009



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

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

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



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

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

Interest expense for the third quarter of 2010 was $97 million compared to $199 million for the third quarter of 2009. Interest expense for NewPage for
the third quarter of 2010 was $93 million compared to $194 million for the third quarter of 2009, primarily as a result of a charge of $133 million on the refinancing of debt and related transactions in the third quarter of 2009, partially
offset by higher interest rates and higher debt levels in the third quarter of 2010.

Other (income) expense was $(10) million for the third
quarter of 2010 and $(93) million for the third quarter of 2009. Included in other (income) expense in the third quarter of 2010 and 2009 was $(9) million and $(94) million of income recognized for alternative fuel mixture tax credits.

Income tax expense (benefit) for the third quarter of 2010 and 2009 was zero and $(10) million. Income tax expense (benefit) for NewPage for the third
quarter of 2010 and 2009 was zero and $(5) million. For the third quarter of 2010 and 2009, we recorded a valuation allowance against our net deferred income tax benefit for federal income taxes and for certain states as it was more likely than not
that we would not realize those benefits. For the third quarter ended September 30, 2010 and 2009, we allocated zero and $(4) million of tax expense to other comprehensive income (loss) and the corresponding offset as an allocation to tax
benefit from operations. For the third quarter ended September 30, 2010 and 2009, for NewPage, we allocated zero and $(8) million of tax expense to other comprehensive income (loss) and the corresponding offset as an allocation to tax
benefit from operations. The amounts for the third quarter of 2009 reflect the reclassification to income tax (benefit) of all amounts previously allocated to other comprehensive income (loss) related to the interest rate swap cash flow hedges. Also
included in the third quarter ended September 30, 2009 was a tax benefit of $12 million, reflecting the decreases to our state deferred tax liabilities as a result of changes in our distribution channels that have occurred as part of our
integration with SENA.

Net income (loss) attributable to NewPage Holding was $(71) million in the third quarter of 2010 compared to
$(138) million in the third quarter of 2009. Net income (loss) attributable to NewPage was $(67) million in the third quarter of 2010 compared to $(138) million in the third quarter of 2009. The improvements were primarily a result of higher
core paper sales volume and lower interest expense, partially offset by lower other income recognized from the alternative fuel mixture tax credits.

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



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Three Quarters 2010 Compared to
Three Quarters 2009



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

Net sales for the first three quarters of 2010 were $2,650 million compared to $2,249 million for the first three
quarters of 2009, an increase of $401 million, or 18%. Net sales were affected primarily by higher sales volume of core paper ($465 million) and higher sales volume and higher average prices of other non-core paper, partially offset by lower average
core paper prices ($189 million) in the first three quarters of 2010 compared to the first three quarters of 2009. Average core paper prices decreased to $862 per ton in the first three quarters of 2010 compared to $924 per ton in the first three
quarters of 2009. Core paper sales volume increased to 2,599,000 tons in the first three quarters of 2010 compared to 2,126,000 tons in the first three quarters of 2009. This can be attributed to the decreased advertising spending and magazine and
catalog circulation during the first three quarters of 2009 largely attributable to general economic factors and inventory reductions by customers. We took 39,000 tons of market-related downtime in the first three quarters of 2010 compared to
411,000 tons of market-related downtime in the first three quarters of 2009.

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

Selling, general and administrative expenses
increased to $148 million for the first three quarters of 2010 from $142 million for the first three quarters of 2009, primarily as a result of $14 million higher non-cash stock compensation expense and $6 million in employee-related costs,
primarily associated with certain former executive officers, during the first three quarters of 2010, partially offset by the benefits from cost reduction initiatives, lower pension expense and lower integration costs. As a percentage of net sales,
selling, general and administrative expenses improved in the first three quarters of 2010 to 5.6% from 6.3% in the first three quarters of 2009.



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

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

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

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

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

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

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



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



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



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



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



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

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

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



|                                                 |  |                              |      |  |                               |   |       |      |  |   |       |  |  |   |       | 
|------------------------------------------------ |  | ---------------------------- | ---- |  | ----------------------------- | - | ----- | ---- |  | - | ----- |  |  | - | ----- | 
|                                                 |  | NewPage Holding              |     
|                                                 |  | Third QuarterEnded Sept. 30, |      |  | Three QuartersEnded Sept. 30, |  
|(in millions)                                    |  | 2010                         |      |  | 2009                          |   |       | 2010 |  |   | 2009  | 
|Net income (loss) attributable to the company    |  | $                            | (71) |  |                               | $ | (138) |      |  | $ | (429) |  |  | $ | (263) | 
|Interest expense                                 |  |                              | 97   |  |                               |   | 199   |      |  |   | 295   |  |  |   | 343   | 
|Income tax (benefit)                             |  |                              |     |  |                               |   | (10)  |      |  |   | 1     |  |  |   | (20)  | 
|Depreciation and amortization                    |  |                              | 68   |  |                               |   | 69    |      |  |   | 203   |  |  |   | 208   | 
|                                                 |  |                              |      |  |                               |   |       |      |  |   |       |  |  |   |       | 
|EBITDA                                           |  |                              | 94   |  |                               |   | 120   |      |  |   | 70    |  |  |   | 268   | 
|                                                 |  |                              |      | 
|Equity awards                                    |  |                              | 2    |  |                               |   | 1     |      |  |   | 21    |  |  |   | 7     | 
|(Gain) loss on disposal and impairment of assets |  |                              | 1    |  |                               |   | 1     |      |  |   | 9     |  |  |   | 5     | 
|Non-cash U.S. pension expense                    |  |                              | 9    |  |                               |   | 12    |      |  |   | 26    |  |  |   | 37    | 
|Integration and related severance costs          |  |                              | 1    |  |                               |   | 3     |      |  |   | 5     |  |  |   | 24    | 
|Other                                            |  |                              | (1)  |  |                               |   | 3     |      |  |   |      |  |  |   | 3     | 
|                                                 |  |                              |      |  |                               |   |       |      |  |   |       |  |  |   |       | 
|Adjusted EBITDA                                  |  | $                            | 106  |  |                               | $ | 140   |      |  | $ | 131   |  |  | $ | 344   | 
|                                                 |  |                              |      |  |                               |   |       |      |  |   |       |  |  |   |       | 

Liquidity and Capital Resources

Available Liquidity

As of September 30, 2010, our principal sources of
liquidity include cash generated from operating activities and availability under our revolving credit facility. The amount of borrowings and letters of credit available to NewPage pursuant to the revolving credit facility is limited to the lesser
of $500 million or an amount determined pursuant to a borrowing base ($387 million as of September 30, 2010).



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As of September 30, 2010, we had
$117 million available for borrowing in excess of the $50 million required minimum, after reduction for $100 million in outstanding letters of credit and $120 million in outstanding borrowings under the revolving credit facility. We have
not experienced, and do not currently anticipate that we will experience, any limitations in our ability to access funds available under our revolving credit facility. In an effort to manage credit risk exposures under our debt and derivative
instruments, we regularly monitor the credit-worthiness of the counterparties to these agreements. Our revolving credit facility matures on October 2, 2011 unless we repay or refinance our second-lien notes by July 4, 2011, in which case
the revolving credit facility matures on December 21, 2012. We anticipate seeking to extend or refinance the revolving credit facility prior to its maturity and/or refinancing our second-lien notes. We believe our cash flow from operations,
proceeds from the sale of nonstrategic assets, available borrowings under our existing or a replacement revolving credit facility and cash and cash equivalents will be adequate to meet our liquidity needs for the next twelve months. However, given
the uncertainty of the current economic environment, we cannot assure you that our business will generate sufficient cash flows from operations, that we will be able to complete the sale of nonstrategic assets or that future borrowings will be
available to us under our existing or a replacement revolving credit facility in an amount sufficient to enable us to fund our liquidity needs.

Aggregate indebtedness as of September 30, 2010 totaled $3,490 million, which includes $3,271 million at NewPage. Beginning in 2012, our debt
service requirements will substantially increase as a result of scheduled payments of our indebtedness. We anticipate that we will seek to refinance our indebtedness prior to that time or retire portions of our indebtedness with issuances of equity
securities, proceeds from the sale of assets or cash generated from operations. Our ability to operate our business, service our debt requirements and reduce our total debt will depend upon our future operating performance, which will be affected by
prevailing economic conditions and financial, business and other factors, many of which are beyond our control, as well as continued access to the capital markets as may be necessary to refinance our existing indebtedness.

Cash Flows

Cash provided by
(used for) operating activities was $(91) million during the first three quarters of 2010 compared to $(13) million during the first three quarters of 2009. The reduction in cash provided by (used for) operating activities was primarily the result
of the expiration of the alternative fuel mixture tax credit at the end of 2009, for which we received cash payments of $198 million during the first three quarters of 2009, as well as higher cash requirements for interest and the settlement of
interest rate swaps in 2010, partially offset by improvements in working capital. Investing activities in the first three quarters of 2010 include $49 million for capital expenditures and the receipt of $12 million of proceeds from the sales of
assets. Financing activities in the first three quarters of 2010 included the issuance of $70 million of additional First-Lien Notes (proceeds of $67 million) used to repay existing borrowings under the revolving credit facility and for general
corporate purposes and $68 million of net borrowings under the revolving credit facility.

Capital Expenditures

Capital expenditures were $49 million and $45 million for the first three quarters ended September 30, 2010 and 2009.

Financial Discussion

During the
second quarter of 2010, we took actions to reduce personnel as part of our cost reduction initiatives and recognized charges for employee-related costs of $4 million in cost of sales and $6 million in selling, general and administrative expenses.
During the first three quarters of 2010, we continued to achieve cost savings from production and operating efficiencies and other restructuring activities. We also continued evaluating ways to raise capital through the issuance and refinancing of
debt and through the sale of nonstrategic assets.



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On November 3, 2010, NewPage Port
Hawkesbury Corp. (NPPH), an indirect wholly-owned subsidiary of NewPage, completed the sale of certain assets, including a boiler at the Port Hawkesbury, Nova Scotia mill, to Nova Scotia Power Inc. (NSPI) for a cash sales
price of Canadian $80 million. In addition, NSPI and NPPH have entered into an engineering, procurement and construction contract for NPPH to construct for NSPI a 60 MW biomass cogeneration utility plant for the generation of electricity by
December 31, 2012 for approximately Canadian $93 million. NSPI and NPPH also entered into a management, operations and maintenance agreement related to NPPH operating the utility assets for NSPI. NPPH is required to post $10 million of letters
of credit under these arrangements in 2010 and an additional $5 million in 2011.

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

We have various investments held by our
defined-benefit pension plan trusts. The returns on these assets have generally matched the broader market. We are monitoring the effects of our underfunded pension plans on our minimum pension funding requirements and pension expense for future
periods. We currently do not anticipate material increases in our minimum funding requirements during the remainder of 2010 or 2011.

The
Environmental Protection Agency released a proposed rule in June 2010, which provides for new Industrial Boiler Maximum Achievable Control Technology (MACT) standards to regulate emissions of hazardous air pollutants. The rule as proposed would
impose new emission limits for solid fuel-fired boilers and is expected to be finalized in 2011 with compliance expected by early 2014. As proposed, we could be required to make significant capital expenditures on emission control equipment at our
mills to comply with the rule. In addition, our mills would likely incur increased operating expenses associated with compliance and operation of the new control equipment. We will complete our evaluation following finalization of the rule and a
review of our mills relative to the proposed new standards. We, along with others, have commented on the proposed rule and expect revisions to the final form.



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

Interest Rate Risk

As of September 30, 2010 and December 31, 2009, $564
million and $484 million of our debt consisted of borrowings with variable interest rates. If market interest rates increase, variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow or compliance
with our debt covenants. The potential annual increase in interest expense resulting from a 100 basis point increase in quoted interest rates on our debt balances outstanding at September 30, 2010 and December 31, 2009, would be $6 million
and $5 million.



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|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

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

Management, with the participation of our chief executive officer and chief financial officer, assessed the disclosure control systems as
being effective as they encompass material matters for the quarter ended September 30, 2010. To the best of our knowledge, there were no changes in the internal controls over financial reporting that occurred during the quarter ended
September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II                OTHER INFORMATION



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

In September 2009,
NewPage, along with two other U.S. paper producers and the United Steelworkers Union, filed antidumping and countervailing duty petitions with the U.S. Department of Commerce and the U.S. International Trade Commission alleging that manufacturers of
certain coated paper in China and Indonesia are dumping their products in the United States and that these manufacturers have been subsidized by their governments in violation of U.S. trade laws.

In September 2010, the Department of Commerce announced final antidumping and countervailing duty margins, replacing the preliminary margins announced
earlier this year. On October 22, 2010, the International Trade Commission determined by unanimous vote that imports of coated paper from China and Indonesia threaten material injury to U.S. producers and workers. The decision will allow the
Department of Commerce to impose duties to offset the threat of dumping and government subsidies. These duties will remain in effect for five years, subject to annual administrative reviews.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

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

On November 3, 2010, NewPage Port Hawkesbury Corp., an indirect wholly-owned subsidiary of NewPage, completed the sale of certain assets, including a boiler at the Port Hawkesbury, Nova Scotia mill,
to Nova Scotia Power Inc. for a cash sales price of Canadian $80 million. An amending agreement was entered into in conjunction with the closing to address certain closing issues.



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ITEM 6.      EXHIBITS



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



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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/  David J. Prystash     |  | By:/s/  David J. Prystash    
|David J. Prystash             |  | David J. Prystash            
|Senior Vice President and     |  | Senior Vice President and    
|Chief Financial Officer       |  | Chief Financial Officer      
|(Principal Financial Officer) |  | (Principal Financial Officer)
|Date:   November 4, 2010      |  | Date:   November 4, 2010     



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