8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

February 27, 2009

(Date of Report)

February 27, 2009

(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.)

6400 Poplar Avenue

Memphis, Tennessee 38197

(Address and zip code of principal executive offices)

(901) 419-7000

(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 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 8.01. Other Events.

We are filing this Current Report on Form 8-K to file certain historical and pro forma financial information relating to the Containerboard, Packaging and Recycling business (the “CBPR Business”) of Weyerhaeuser Company which was acquired by International Paper Company (the “Company”), on August 4, 2008. The following financial statements are attached:

• Unaudited combined balance sheets of the CBPR Business as of June 29, 2008 and December 30, 2007, and the related combined statements of operations for the thirteen and twenty-six week periods ended June 29, 2008 and July 1, 2007, and the related combined statements of business unit equity, and cash flows for the twenty-six week periods ended June 29, 2008 and July 1, 2007, and the Report of Independent Registered Public Accounting Firm dated August 7, 2008.

The following unaudited pro forma condensed combined financial information of International Paper Company is provided:

• Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2008.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 23.1 Awareness letter of Independent Registered Public Accounting Firm.

Exhibit 99.1 Unaudited combined balance sheets of the CBPR Business as of June 29, 2008 and December 30, 2007, and the related combined statements of operations for the thirteen and twenty-six week periods ended June 29, 2008 and July 1, 2007, and the related combined statements of business unit equity, and cash flows for the twenty-six week periods ended June 29, 2008 and July 1, 2007, and the Report of Independent Registered Public Accounting Firm dated August 7, 2008.

Exhibit 99.2 Unaudited pro forma condensed combined statement of operations of International Paper Company for the year ended December 31, 2008.

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/ Maura Abeln Smith
	Name:	Maura Abeln Smith
	Title:	Senior Vice President, General Counsel and Corporate Secretary

Date: February 27, 2009

Exhibit Index

Exhibit 23.1 Awareness letter of Independent Registered Public Accounting Firm.

Exhibit 99.1 Unaudited combined balance sheets of the CBPR Business as of June 29, 2008 and December 30, 2007, and the related combined statements of operations for the thirteen and twenty-six week periods ended June 29, 2008 and July 1, 2007, and the related combined statements of business unit equity, and cash flows for the twenty-six week periods ended June 29, 2008 and July 1, 2007, and the Report of Independent Registered Public Accounting Firm dated August 7, 2008.

Exhibit 99.2 Unaudited pro forma condensed combined statement of operations of International Paper Company for the year ended December 31, 2008.

EX-23.1

Exhibit 23.1

February 25, 2009

Weyerhaeuser Company

Federal Way, Washington

Re: Registration Statement No. 333-132259 on Form S-3, as amended, and Registration Statements Nos. 033-61335, 333-01667, 333-75235, 333-37390, 333-85830, 333-85828, 333-85826, 333-85824, 333-85822, 333-85818, 333-85820, 333-108046, 333-120293, 333-129011, 333-145459, 333-154522 and 333-154523 on Form S-8 – International Paper Company.

With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated August 7, 2008 related to our review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Seattle, Washington

EX-99.1

Exhibit 99.1

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Combined Financial Statements

June 29, 2008 and December 30, 2007

(With Report of Independent Registered Public Accounting Firm Thereon)

(unaudited)

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Index

	Page
Report of Independent Registered Public Accounting Firm	1
Combined Balance Sheets as of June 29, 2008 and December 30, 2007 (unaudited)	2
Combined Statements of Operations for the thirteen weeks ended June 29, 2008 and July 1, 2007 and for the twenty-six     weeks ended June 29, 2008 and July 1, 2007 (unaudited)	3
Combined Statements of Business Unit Equity for the twenty-six weeks ended June 29, 2008 and July 1, 2007 (unaudited)	4
Combined Statements of Cash Flows for the twenty-six weeks ended June 29, 2008 and July 1, 2007 (unaudited)	5
Notes to Unaudited Combined Financial Statements	6

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Weyerhaeuser Company:

We have reviewed the combined balance sheet of Weyerhaeuser Containerboard, Packaging and Recycling Business (a Business Unit of Weyerhaeuser Company) as of June 29, 2008, and the related combined statements of operations for the thirteen and twenty-six week periods ended June 29, 2008 and July 1, 2007, and the related combined statements of business unit equity, and cash flows for the twenty-six week periods ended June 29, 2008 and July 1, 2007. These combined financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the combined financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the combined balance sheet of Weyerhaeuser Containerboard, Packaging and Recycling Business (a Business Unit of Weyerhaeuser Company) as of December 30, 2007, and the related combined statements of operations, business unit equity and cash flows for the year then ended (not presented herein); and in our report dated March 19, 2008, we expressed an unqualified opinion on those combined financial statements. In our opinion, the information set forth in the accompanying combined balance sheet as of December 30, 2007, is fairly stated, in all material respects, in relation to the combined balance sheet from which it has been derived.

/s/ KPMG LLP

Seattle, Washington

August 7, 2008

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Combined Balance Sheets

(Dollar amounts in millions)

(Unaudited)

	June 29, 2008		December 30, 2007
Assets
Current assets:
Cash	$	1	3
Receivables, less allowances of $5 and $7		683	640
Inventories (note 3)		428	435
Prepaid expenses		17	11
Deferred income taxes		19	19
Total current assets		1,148	1,108
Property, plant and equipment less accumulated depreciation of $3,370 and $3,282		2,501	2,601
Construction in progress		197	150
Goodwill		1,253	1,253
Deferred pension and other assets		63	63
Total assets	$	5,162	5,175
Liabilities and Business Unit Equity
Current liabilities:
Accounts payable and accrued liabilities	$	433	440
Total current liabilities		433	440
Environmental and landfill reserves (note 6)		8	7
Other liabilities		14	10
Deferred income taxes		674	687
Total liabilities		1,129	1,144
Contingencies and commitments (note 6)
Business Unit equity		4,033	4,031
Total liabilities and Business Unit equity	$	5,162	5,175

See accompanying notes to combined financial statements.

2

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Combined Statements of Operations

(Dollar amounts in millions)

(Unaudited)

	Thirteen weeks ended June 29, 2008			Thirteen weeks ended July 1, 2007		Twenty-six weeks ended June 29, 2008		Twenty-six weeks ended July 1, 2007
Sales (a)	$	1,376		1,327		2,674		2,560
Costs and expenses:
Cost of products sold (b)		1,159		1,064		2,204		2,063
Depreciation and amortization		71		74		143		150
Selling, general and administrative including allocated Weyerhaeuser Company costs		93		94		184		183
Charges for closure of facilities		3		3		11		5
Other operating income (note 5)		(26	)	(26	)	(36	)	(28	)
Total costs and expenses		1,300		1,209		2,506		2,373
Operating income		76		118		168		187
Income tax expense		26		40		57		63
Net earnings	$	50		78		111		124

(a) Includes sales of $1, $0, $2 and $8 to related parties.

(b) Includes purchases of $73, $63, $147 and $133 from related parties.

See accompanying notes to combined financial statements.

3

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Combined Statements of Business Unit Equity

(Dollar amounts in millions)

(Unaudited)

	Twenty-six weeks ended June 29, 2008			Twenty-six weeks ended July 1, 2007
Balance, beginning	$	4,031		4,083
Comprehensive income:
Net earnings		111		124
Foreign currency translation adjustment		4		1
Net change in cash flow hedge fair value adjustments,net of tax expense of $3 and $6		5		9
Comprehensive income		120		134
Net payments to Weyerhaeuser		(125	)	(92	)
Net noncash distributions from (to) Weyerhaeuser		7		(14	)
Balance, ending	$	4,033		4,111

See accompanying notes to combined financial statements.

4

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Combined Statements of Cash Flows

(Dollar amounts in millions)

(Unaudited)

	Twenty-six weeks ended June 29, 2008			Twenty-six weeks ended July 1, 2007
Cash provided by (used in):
Operations:
Net earnings	$	111		124
Items not involving cash:
Depreciation and amortization		143		150
Deferred income taxes, net		(13	)	(12	)
Charges for closures of facilities		11		5
Gain on disposition of assets		(2	)	—
Changes in noncash operating working capital:
Receivables		(43	)	(104	)
Inventories		7		22
Prepaid expenses		(6	)	—
Deferred pension and other assets		—		(4	)
Accounts payable and accrued liabilities		(16	)	(15	)
Other liabilities		5		3
Net cash provided by operating activities		197		169
Investing:
Additions to property, plant and equipment		(81	)	(79	)
Proceeds from sale of property, plant and equipment		7		1
Net cash used in investing activities		(74	)	(78	)
Financing:
Net payments to Weyerhaeuser		(125	)	(92	)
Net cash used in financing activities		(125	)	(92	)
Change in cash		(2	)	(1	)
Cash, beginning		3		4
Cash, ending	$	1		3

See accompanying notes to combined financial statements.

5

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Notes to Combined Financial Statements

June 29, 2008 and December 30, 2007

(Dollar amounts in millions)

(Unaudited)

(1) Basis of Presentation

These combined financial statements include the accounts of the containerboard, packaging, and recycling operations of Weyerhaeuser Company (WY). All significant transactions and balances between operations within the Business Unit have been eliminated.

The accompanying unaudited combined financial statements and notes to combined financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Business Unit’s financial position, results of operations, and cash flows for the interim periods presented. Except as otherwise disclosed in the notes to the combined financial statements, such adjustments are of a normal, recurring nature. The combined financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements; as such certain disclosures normally provided in accordance with accounting principles generally accepted in the United States have been omitted. These combined financial statements should be read in conjunction with the audited combined financial statements of the Business Unit for the year ended December 30, 2007.

Financial statements historically have not been prepared for the Business Unit. The accompanying combined financial statements have been derived from historical accounting records of WY. The historical operating results and cash flows of the Business Unit may not be indicative of what they would have been had the Business Unit been a stand-alone entity, nor are they necessarily indicative of what the Business Unit’s operating results and cash flows may be in the future. The combined statements of operations for the Business Unit include allocations of certain costs from WY directly related to the operations of the Business Unit.

In March 2008, WY entered into an agreement to sell the Business Unit to International Paper, a publicly traded global paper and packaging company, for $6 billion in cash. This transaction closed on August 4, 2008. All costs incurred by WY in conjunction with this transaction are not included in these carve out financial statements as they are considered costs of WY and not directly related to the financial position, results of operations, and cash flows of the Business Unit.

(2) Accounting Pronouncements

Prospective accounting pronouncements:

(a) Fair Value Measurements

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. Statement 157 provides a common definition of fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about such fair value measurements. Statement 157 will apply prospectively to nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis as of the beginning of 2009 and applies to all other fair value measurements as of the beginning of 2008. The provisions of Statement 157 adopted at the beginning of 2008 did not have a material

6 (Continued)

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Notes to Combined Financial Statements

June 29, 2008 and December 30, 2007

(Dollar amounts in millions)

(Unaudited)

effect on the Business Unit’s combined financial statements. The primary items that will be affected by the remaining provisions of Statement 157 are the Business Unit’s annual goodwill impairment test and long-lived asset impairment tests. While it is unable to forecast the amount of impairment charges that might be recognized in future periods, the Business Unit does not expect Statement 157 to materially change the fair value amounts that will be calculated in the future relative to the fair value amounts that would be calculated if Statement 157 were not adopted.

(b) Business Combinations and Noncontrolling Interests

In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations and Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. Statement 141R will change how business combinations are accounted for and will affect financial statements both on the acquisition date and in subsequent periods. Statement 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. Statement 141R and Statement 160 are effective for fiscal years beginning on or after December 15, 2008. Statement 141R will be applied prospectively. Statement 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of Statement 160 will be applied prospectively. Early adoption is prohibited for both standards. The Business Unit is currently evaluating the requirements of Statement 141R and Statement 160 and has not yet determined the effect on its financial statements.

(c) Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. Statement 161 requires companies to disclose the fair value of derivative instruments and their gains or losses in tabular format and information about credit-risk-related contingent features in derivative agreements, counterparty credit risk, and strategies and objectives for using derivative instruments. Statement 161 requires prospective adoption for interim periods and fiscal years beginning after November 15, 2008. The Business Unit is currently evaluating the requirements of Statement 161 and has not yet determined the effect on its financial statements.

7 (Continued)

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Notes to Combined Financial Statements

June 29, 2008 and December 30, 2007

(Dollar amounts in millions)

(Unaudited)

(3) Inventories

	June 29, 2008		December 30, 2007
Containerboard	$	155	170
Packaging		75	74
Chips, logs and fiber		37	36
Materials and supplies		161	155
	$	428	435

(4) Employee Benefit Plans

The Business Unit participates in several retirement programs for its employees which are sponsored by WY. This includes pension plans that are qualified under the Internal Revenue Code (qualified) as well as a plan that provides benefits in addition to those provided under the qualified plans for a select group of employees, which is not qualified under the Internal Revenue Code (unqualified). WY also provides benefits under a postretirement health care and life insurance plan to eligible employees. Benefits provided under the postretirement health care and life insurance plan are currently funded by the general assets of WY. The measurement date for all plans sponsored by WY is the end of the fiscal year.

Other than one U.S. pension plan (Albany Plan) and one Mexican pension plan (Mexico Plan), management determined that it was not practical to allocate a portion of WY’s pension assets or to prepare detailed employee benefit plan disclosures for the stand-alone combined financial statements of the Business Unit in a manner that would be consistent with the level of detail provided in WY’s consolidated financial statements.

The Business Unit recognized net pension income of $9 million and $22 million and postretirement benefits expense of $5 million and $10 million for total income of $4 million and $12 million during the thirteen-week and twenty-six week periods ended June 29, 2008, respectively, compared to total income of $6 million and $4 million during the thirteen-week and twenty-six week periods ended July 1, 2007, respectively.

8 (Continued)

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Notes to Combined Financial Statements

June 29, 2008 and December 30, 2007

(Dollar amounts in millions)

(Unaudited)

The components of net periodic benefit income for the Albany Plan and Mexico Plan are as follows:

	Thirteen weeks ended June 29, 2008			Thirteen weeks ended July 1, 2007		Twenty-six weeks ended June 29, 2008		Twenty-six weeks ended July 1, 2007
Service cost	$	—		—		—		—
Interest cost		1		1		2		2
Expected return on plan assets		(2	)	(2	)	(4	)	(4	)
	$	(1	)	(1	)	(2	)	(2	)

During the second quarter of 2008, WY announced amendments to its postretirement medical and life insurance benefit plans for U.S. salaried employees that reduce or eliminate certain medical and life insurance benefits that are available to both past and present employees. These changes reduce amounts that WY expects to pay in the future to fund the benefit plans and resulted in a significant decrease in WY postretirement liabilities. The Business Unit recognized an $11 million curtailment gain for full recognition of a pre-existing prior service credit.

The discount rate used to remeasure the postretirement plans’ liabilities was changed from a rate of 6.5% at December 30, 2007, to rates reflective of current bond rates on the date of remeasurement. A rate of 7.0% was used to measure the elimination of medical plan benefits for current employees who won’t meet eligibility requirements by January 1, 2010 and a rate of 6.6% was used to measure the ongoing plan benefits, as amended, for those employees and retirees who meet the eligibility requirements.

(5) Other Operating Costs (Income), Net

	Thirteen weeks ended June 29, 2008			Thirteen weeks ended July 1, 2007		Twenty-six weeks ended June 29, 2008		Twenty-six weeks ended July 1, 2007
Gain on disposition of assets	$	(5	)	(28	)	(5	)	(28	)
Gain from change in post-retirement benefits (note 4)		(11	)	—		(11	)	—
Gain on derivatives		(19	)	—		(19	)	—
Other, net		9		2		(1	)	—
	$	(26	)	(26	)	(36	)	(28	)

9 (Continued)

WEYERHAEUSER CONTAINERBOARD, PACKAGING

AND RECYCLING BUSINESS

(A Business Unit of Weyerhaeuser Company)

Notes to Combined Financial Statements

June 29, 2008 and December 30, 2007

(Dollar amounts in millions)

(Unaudited)

(6) Legal Proceedings, Commitments and Contingencies

(a) Legal Proceedings

The Business Unit is subject to claims and other litigation matters that have arisen in the ordinary course of business. Although the final outcome of any legal proceeding is subject to a great many variables and cannot be predicted with any degree of certainty, management currently believes that the ultimate outcome of these legal proceedings will not have a material adverse effect on the Business Unit’s results of operations, cash flows or financial position.

(b) Environmental Matters

The Business Unit is a party to various proceedings relating to the cleanup of hazardous waste sites under the Comprehensive Environmental Response Compensation and Liability Act, commonly known as “Superfund,” and similar state laws. The EPA and/or various state agencies have notified the Business Unit that it may be a potentially responsible party with respect to other hazardous waste sites as to which no proceedings have been instituted against the Business Unit. As of June 29, 2008, the Business Unit has established reserves totaling $2 million for estimated remediation costs on the three active sites across its operations. Environmental remediation reserves totaled $1 million at the end of 2007. Based on currently available information and analysis, the Business Unit believes that it is reasonably possible that costs associated with all identified sites may exceed current accruals by up to $3 million, which may be incurred over several years. This estimate of the upper end of the range of reasonably possible additional costs is much less certain than the estimates upon which accruals are currently based, and utilizes assumptions less favorable to the Business Unit among the range of reasonably possible outcomes. In estimating both its current accruals for environmental remediation and the possible range of additional future costs, the Business Unit has assumed that it will not bear the entire cost of remediation of every site to the exclusion of other known potentially responsible parties who may be jointly and severally liable. The ability of other potentially responsible parties to participate has been taken into account, generally based on each party’s financial condition and probable contribution on a per-site basis. No amounts have been recorded for potential recoveries from insurance carriers.

10

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combined historical consolidated statement of operations of International Paper Company (“International Paper”) and the historical combined statement of operations of Weyerhaeuser Company’s Containerboard, Packaging and Recycling business (“CBPR business”) to reflect the acquisition of the CBPR business by International Paper (the “Acquisition”). These historical financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited pro forma condensed combined financial information is presented in accordance with the rules specified by Article 11 of Regulation S-X promulgated by the SEC, and has been prepared using the assumptions described in the notes thereto. The unaudited pro forma condensed combined statement of operations gives effect to the Acquisition as if it had occurred as of the beginning of the period presented.

The unaudited pro forma condensed combined financial information should be read in conjunction with the notes thereto and the historical combined financial statements of the CBPR business, including the notes thereto, which were filed as exhibits to International Paper’s Current Reports on Form 8-K dated May, 28, 2008 and February 27, 2009, as well as in conjunction with International Paper’s historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2008.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the results of operations of the combined company. The unaudited pro forma condensed combined financial information does not give effect to any potential cost savings or other operational efficiencies that could result from the Acquisition. In addition, the preliminary estimated allocation of the purchase price to the assets and liabilities acquired was based on initial valuations and estimates. Accordingly, the purchase price allocation pro forma adjustments are preliminary and have been presented solely for the purpose of providing unaudited pro forma condensed combined financial information.

The historical combined statements of operations of the CBPR business presented herein represent the results of operations for the CBPR business for the thirty-one week period ended August 3, 2008. The Acquisition was completed on August 4, 2008. Results of operations for the CBPR business since August 4, 2008, are included in the historical results of operations of International Paper for the year ended December 31, 2008.

INTERNATIONAL PAPER COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2008

(In millions, except per share data)

	International Paper (Historical)			CBPR Business for the twenty-six week period ended June 29, 2008 (Historical) (a)		CBPR Business for the five week period ended August 3, 2008 (Historical) (b)		Pro Forma Adjustments				Pro Forma Combined
NET SALES	$	24,829		$	2,674	$	497	$	(16	)	(c)	$	27,920
									(64	)	(d)
COSTS AND EXPENSES
Cost of products sold		18,742			2,168		424		(16	)	(c)		21,254
									(64	)	(d)
Selling and administrative expenses		1,947			184		36		1		(c)		2,168
Depreciation, amortization and cost of timber harvested		1,347			143		25		97		(e)		1,612
Distribution expenses		1,286			—		—		—				1,286
Taxes other than payroll and income taxes		182			—		—		—				182
Gain on sale of mineral rights		(261	)		—		—		—				(261	)
Restructuring and other charges		370			11		—		(11	)	(c)		370
Gain on sale of forestlands		(6	)		—		—		—				(6	)
Impairments of goodwill		1,777			—		—		—				1,777
Net losses on sales and impairments of businesses		106			—		—		—				106
Interest expense, net		492			—		—		205		(f)		697
EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EQUITY EARNINGS AND MINORITY INTEREST		(1,153	)		168		12		(292	)			1,265
Income tax provision (benefit)		162			57		4		(111	)	(g)		112
Equity earnings, net of taxes		49			—		—		—				49
Minority interest expense, net of taxes		3			—		—		—				3
EARNINGS (LOSS) FROM CONTINUING OPERATIONS	$	(1,269	)	$	111	$	8	$	(181	)		$	(1,331	)
BASIC EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) from continuing operations	$	(3.02	)									$	(3.16	)
Average common shares outstanding		421.0											421.0
DILUTED EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) from continuing operations	$	(3.02	)									$	(3.16	)
Average common shares outstanding – assuming dilution		421.0											421.0

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

On March 17, 2008, International Paper Company (“International Paper”) announced that it had signed an agreement with Weyerhaeuser Company to purchase its Containerboard, Packaging and Recycling business (“CBPR business”) for approximately $6 billion in cash, subject to certain post-closing adjustments. International Paper completed the acquisition on August 4, 2008. In June 2008, International Paper issued $3 billion of unsecured senior notes in anticipation of the acquisition with an average fixed interest rate of 7.84%. The remainder of the purchase price was financed through borrowings under a $2.5 billion bank term loan with an interest rate based on LIBOR plus a margin of 162.5 basis points, borrowings under a receivables securitization program and existing cash balances. The CBPR business became part of International Paper’s North American Industrial Packaging business. International Paper is accounting for the acquisition as a purchase in accordance with accounting principles generally accepted in the United States of America. Under the purchase method, the assets and liabilities of the CBPR business will be recorded as of the acquisition date at their respective fair values.

2. Pro Forma Financial Information

(a) Represents the combined statement of operations for the CBPR business for the twenty-six week period ended June 29, 2008. The historical combined financial statements of the CBPR business, including the notes thereto, were filed as an exhibit to International Paper’s Current Report on Form 8-K dated February 27, 2009.

(b) Represents the combined statement of operations for the CBPR business for the five-week period ended August 3, 2008. This information was obtained from the CBPR business’ internal records.

The following adjustments have been reflected in the unaudited pro forma condensed combined statement of operations:

(c) Represents the elimination of amounts related to locations included in the historical CBPR business financial information that were not acquired by International Paper.

(d) Represents the elimination of sales between the CBPR business and International Paper.

(e) Represents additional depreciation and amortization resulting from the preliminary adjustment of the CBPR business’ plants, properties and equipment and intangible assets to estimated fair value as of the acquisition.

(f) Represents estimated additional interest expense incurred in connection with the acquisition, plus the straight-line amortization of debt issuance costs incurred to finance the acquisition over the term of the related debt.

(g) Represents the tax effect of the above pro forma adjustments based upon a combined statutory federal and state tax rate of 38%.