8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 25, 2005

(Date of Report/Date of earliest event reported)

INTERNATIONAL PAPER COMPANY

(Exact name of registrant as specified in its charter)

NEW YORK	1-3157	13-0872805
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Atlantic Street

Stamford, Connecticut 06921

(Address and zip code of principal executive offices)

(203) 541-8000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 8, 2005, International Paper issued a press release announcing that its third-quarter 2005 earnings were being revised from the earnings press release issued October 25, 2005, due to changes in income tax provisions and after-tax amounts, primarily related to the sale of Carter Holt Harvey shares. By this amendment to the Form 8-K, International Paper Company hereby amends the information contained in the October 25, 2005 press release and accompanying slides.

The revisions resulted in:

• a $20 million decrease in third quarter net earnings from $1,043 million ($2.07 per share) to $1,023 million ($2.03 per share),

• a $23 million decrease in third quarter earnings from continuing operations from $765 million ($1.52 per share) to $742 million ($1.48 per share),

• a $23 million decrease in third quarter earnings from continuing operations and before special items from $162 million ($.33 per share) to $139 million ($.29 per share), and

• a $3 million increase in earnings from discontinued operations from $278 million ($.55 per share) to $281 million ($.55 per share).

The revisions also impacted the classification of earnings from continuing operations and earnings from discontinued operations in periods prior to the 2005 third quarter. There were no changes to the previously announced sales and operating profit by industry segment.

The income tax calculations were corrected in connection with the company’s routine internal control procedures. The adjustments included:

• Certain income taxes recorded in the United States that related to Carter Holt Harvey were added to the preliminary 2005 third quarter discontinued operations income tax provision,

• The preliminary restatements of prior period income taxes between continuing operations and discontinued operations were adjusted for the effect of these U.S. taxes discussed above,

• The preliminary 2005 third quarter continuing operations income tax provision was adjusted for the effect of certain Carter Holt Harvey dividends,

• The preliminary 2005 third quarter continuing operations income tax provision was adjusted for certain third quarter tax benefits identified in a reconciliation completed subsequent to the preliminary third quarter earnings release.

Final operating results for all periods will be reflected in the Company’s Form 10-Q for the third quarter, which is anticipated to be filed with the SEC today.

2

A copy of the Company’s November 8, 2005 press release, together with certain corrected slides from the Company’s October 25, 2005 webcast, are being furnished as Exhibits 99.1 and 99.2, respectively, to this Form 8-K/A.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit 99.1:	Press release of International Paper Company, dated November 8, 2005.
Exhibit 99.2:	Slides of International Paper Company, dated November 8, 2005.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERNATIONAL PAPER COMPANY (Registrant)
By:	/s/    ANDREA L. DULBERG
Name:	Andrea L. Dulberg
Title:	Assistant Secretary
Date:	November 8, 2005

4

EXHIBIT INDEX

Exhibit 99.1:	Press Release of International Paper Company, dated November 8, 2005.
Exhibit 99.2:	Slides of International Paper Company, dated November 8, 2005.

5

EX-99.1

Exhibit 99.1

INTERNATIONAL PAPER PLAZA

400 ATLANTIC STREET

STAMFORD, CT 06921

News Release

Media Contacts:	Amy J. Sawyer, 203-541-8308
Investor Contacts:	Darial Sneed, 203-541-8541
	Brian Turcotte, 203-541-8632

International Paper Announces Revisions to Third-Quarter Preliminary

Earnings Due To Change in Income Tax Provision

STAMFORD, Conn. – Nov. 8, 2005 – International Paper (NYSE: IP) today announced that its third-quarter 2005 earnings are being revised from the earnings press release issued Oct. 25 due to changes in income tax provisions and after-tax amounts, primarily related to the sale of Carter Holt Harvey shares.

The revisions resulted in a $20 million decrease in third-quarter net earnings from $1,043 million ($2.07 per share) to $1,023 million ($2.03 per share) and a $23 million decrease in third quarter earnings from continuing operations and before special items from $162 million ($.33 per share) to $139 million ($0.29 per share). The revisions also impacted the classification of earnings from continuing operations and earnings from discontinued operations in periods prior to the 2005 third quarter. There were no changes to the previously announced sales and operating profit by industry segment.

The income tax calculations were corrected in connection with the company’s routine internal control procedures, and will be detailed in an amended Form 8-K (Form 8-K/A) to be furnished to the Securities and Exchange Commission today. Final operating results for all periods will be reflected in the company’s Form 10-Q for the third quarter when filed. In addition, the complete, revised earnings press release is available at www.internationalpaper.com, by clicking on the “News Releases” link under the “Investors” tab.

The impact of the revisions for the three and nine months ended Sept. 30, 2005, is summarized in the following table.

Summary of Earnings and Diluted EPS

For the three months and nine months ended Sept. 30, 2005

(in millions, except per share amounts)

	Preliminary Earnings Announced Oct. 25		Final Earnings Filed in Form 10-Q		Change
For the three months ended Sept. 30, 2005
Net earnings	$	1,043	$	1,023	($20	)
Less - income from discontinued operations		278		281	3
Earnings from continuing operations		765		742	(23	)
Less - net special items income		603		603	—
Earnings from continuing operations and before special items	$	162	$	139	($23	)
Diluted earnings per share
Net earnings	$	2.07	$	2.03	($0.04	)
Less - income from discontinued operations		0.55		0.55	—
Earnings from continuing operations		1.52		1.48	(0.04	)
Less - net special items income		1.19		1.19	—
Earnings from continuing operations and before special items	$	0.33	$	0.29	($0.04	)
For the nine months ended Sept. 30, 2005
Net earnings	$	1,197	$	1,177	($20	)
Less - income from discontinued operations		261		236	(25	)
Earnings from continuing operations		936		941	5
Less - net special items income		463		475	12
Earnings from continuing operations and before special items	$	473	$	466	($7	)
Diluted earnings per share
Net earnings	$	2.40	$	2.36	($0.04	)
Less - income from discontinued operations		0.52		0.46	(0.06	)
Earnings from continuing operations		1.88		1.90	0.02
Less - net special items income		0.91		0.94	0.03
Earnings from continuing operations and before special items	$	0.97	$	0.96	($0.01	)

Headquartered in the United States, International Paper (http://www.internationalpaper.com) is the world’s largest paper and forest products company. Businesses include paper, packaging, and forest products. As one of the largest private forest landowners in the world, the company manages its forests under the principles of the Sustainable Forestry Initiative^® (SFI) program, a system that ensures the continual planting, growing and harvesting of trees while protecting wildlife, plants, soil, air and water quality.

# # #

This press release contains forward-looking statements. These statements reflect management’s current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ relate to (i) market and economic factors, including changes in the cost or availability of raw materials and energy, competition, demand and pricing for the Company’s products, the level of housing starts, changes in international economic conditions, specifically in Brazil, Russia, Poland and China, changes in currency exchange rates, changes in credit ratings issued by nationally recognized statistical rating organizations, pension and healthcare costs and natural disasters, such as hurricanes, (ii) the Company’s transformation plan, including the ability to accomplish the transformation plan, the impact of the plan on the Company’s relationship with its employees, customers and vendors and the ability to realize anticipated profit improvement from the plan, and (iii) results of legal proceedings and compliance costs, including unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations and the uncertainty of the costs and other effects of pending litigation. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. These and other factors that could cause or contribute to actual results differing materially from such forward-looking statements are discussed in greater detail in the company’s Securities and Exchange Commission filings.

EX-99.2

1

Third Quarter 2005 Summary

Volumes mixed

Pricing pressures on containerboard,

corrugated boxes, uncoated papers and pulp

Mill operations continued to improve

Energy costs increased due to Hurricanes

Katrina and Rita

Favorable impact from higher land sales

Volumes mixed

Pricing pressures on containerboard,

corrugated boxes, uncoated papers and pulp

Mill operations continued to improve

Energy costs increased due to Hurricanes

Katrina and Rita

Favorable impact from higher land sales

Exhibit 99.2

2

Diluted EPS from Continuing Operations

and Before Special Items

*

A

reconciliation

to

GAAP

EPS

is

available

at

www.internationalpaper.com

under

Investors

.04

.12

.13

.15

.13

.33

.27

.29

.14

.20

.21

.14

.12

.41

.32

.42

.36

2001

2002

2003

2004

2005

1Q

1Q

3Q

1Q

3Q

2Q

4Q

2Q

4Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

.31

.29

3Q

3

3Q’05 vs. 2Q’05

$0.00

$0.10

$0.20

$0.30

$0.40

2Q'05

Price

Volume /

Downtime

Cost/Mix

Raw

Material

Land

Sales

Real

Estate

Tax

Other

3Q'05

$.01

EPS $ / Share

$.31

($.04)

Wood Costs     $.01     

Energy            ($.05)  

Packaging      ($.05)           

Uncoated       ($.02) 

Wood Prod.    ($.01) 

Coated            $.02

EPS from cont. ops before special items

($.06)

$.29

$.02

$.08

2Q05 Tax rate 31%  

3Q05 Tax rate 33%

($.01)

($.06)

$.04

Cost –

US Mills   $.04     

Cost –

Other      ($.01)

Mix                      ($.02) 

4

9M’05 vs. 9M’04

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

9M'04

Price

Volume

Cost/Mix

Raw

Material

Land

Sales

Real

Estate

Corp.

Interest

Tax

Other

9M'05

$.02

EPS $ / Share

$.84

($.29)

($.57)

EPS from cont. ops before special items

$.70

$.96

$.02

$.26

($.17)

($.04)

$.06

$.13

Wood Costs      ($.21)

Energy               ($.20)  

Caustic Soda    ($.11)

Other                 ($.05)

Paper             $.49                   

Packaging      $.25 

Other            ($.04)

2004 Tax rate 30%  

2005 Tax rate 28%

Downtime ($.28)                   

Volume     ($.01)

Pension         ($.14)                  

Supply Chain ($.07)      

Other              $.04

5

Carter Holt Harvey

•

Operations

3

--

•

Tax Reserve Adjustment

for Audit Settlement                       (83)        (0.16)

•

Pre-Tax Gain on Sale                     29

0.06

•

Tax Benefit on Sale

332           0.65

Total

281

$0.55

Carter Holt Harvey

•

Operations

3

--

•

Tax Reserve Adjustment

for Audit Settlement                       (83)        (0.16)

•

Pre-Tax Gain on Sale                     29

0.06

•

Tax Benefit on Sale

332           0.65

Total

281

$0.55

$MM

Diluted EPS

Discontinued Operations 3Q’05

6

Earnings from Continuing Operations

and Before Special Items

$0.29

Special Items

1.19

Earnings from Continuing Operations

1.48

Discontinued Operations

0.55

Net Earnings

$2.03

Earnings from Continuing Operations

and Before Special Items

$0.29

Special Items

1.19

Earnings from Continuing Operations

1.48

Discontinued Operations

0.55

Net Earnings

$2.03

Reconciliation to 3Q’05

Diluted

Earnings Per Share

Diluted EPS

7

Before Special Items

Q1

223

(46)

(2)

175

21%

488.9

0.36

Q2

225

(70)

(3)

152

31%

487.4

0.31

Q3

213

(71)

(3)

139³

33%

507.1

0.29

Special Items

Q1

(103)

36

-

(67)

35%

488.9

(0.14)

Q2

34

(95)

-

(61)

NM

487.4

(0.12)

Q3

159

444

-

603

NM

507.1

1.19

Earnings from Continuing Operations

Q1

120

(10)

(2)

108

8%

488.9

0.22

Q2

259

(165)

(3)

91

64%

487.4

0.19

Q3

372

373

(3)

742³

NM

507.1

1.48

2005 Earnings from Continuing

Operations

Pre-Tax 

Tax

MI

Net

ETR         Average

Diluted

Shares²

EPS¹

$ MM

MM Shares

$/Share

$ MM

$ MM

$ MM

MI –

Minority Interest;  Net –

Net Income;  ETR –

Effective Tax Rate; EPS –

Earnings per Share; NM –

Not Meaningful

1

A reconciliation to GAAP EPS is available at www.internationalpaper.com

under Investor Information

2

Assuming dilution

3

Does not include impact of additional $7 million of income related to dilutive securities