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

October 22, 2009

(Date of Report)

October 22, 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 2.05. Costs Associated with Exit or Disposal Activities.

On October 22, 2009 International Paper Company issued a press release announcing its plans to shut down three of its mills. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.05.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press release of International Paper Company, dated October 22, 2009.

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: October 22, 2009

Exhibit Index

Exhibit 99.1 Press release of International Paper Company, dated October 22, 2009.

EX-99.1

Exhibit 99.1

News Release

International Paper to Shut Down Three Mills

Permanent closures to reduce IP’s North American capacity by 2.1 million tons

MEMPHIS, Tenn. – Oct. 22, 2009 – International Paper (NYSE: IP) today announced plans to close its paper mill and associated operations in Franklin, Va., and its containerboard mills in Pineville, La., and Albany, Ore. The company also announced it would permanently shut down the previously idled No. 3 machine at its Valliant, Okla., containerboard mill. The Valliant Mill’s other two machines will continue to operate. These permanent shutdowns will reduce the company’s North American paper and board capacity by 2.1 million tons.

“We recognize these are very difficult decisions affecting our employees, their families and the communities surrounding these mills,” said Chairman and CEO John Faraci. “We have concluded that we have excess capacity in our North American paper and packaging businesses, and these decisions will better match our supply with our expected customer demand.”

Since the onset of the global recession, the decline in demand for International Paper’s uncoated freesheet in North America has accelerated, and consequently the company has decided to further reduce its uncoated freesheet capacity.

In its containerboard and coated paperboard businesses, International Paper expects demand to resume growth as the economy rebounds. However, the company’s demand is not expected to return to 2008 levels in the near future. Therefore, permanent IP capacity closures are necessary.

The closures, which will impact about 1,600 employees, will result in permanent North American capacity reductions as follows:

Mill (# of Impacted Employees)	Products	Annual Capacity (Tons)	# of Machines	% of IP Capacity	Estimated Closure
Franklin, Va. (1,100)	Uncoated Freesheet	600,000	3	19%	Spring 2010
	Coated Paperboard	140,000	1	7%	By 2009 Year-End
Albany, Ore. (270)	Containerboard	580,0001	2	12%	Mid-December
Pineville, La. (230)		390,000	1
Valliant, Okla. (No Additional Impact)		430,0002	1
1   Includes 250,000 tons of capacity previously idled in October 2008 2   Capacity of No. 3 paper machine previously idled in November 2008

Following these permanent shutdowns, International Paper will have approximately 10 million tons of North American containerboard capacity, 2.6 million tons of North American uncoated freesheet production capacity, and 1.7 million tons of North American coated paperboard capacity. These capacity shutdowns will not impact the company’s ability to serve its customers.

International Paper is committed to helping employees through this transition. The company will work closely with union officials concerning severance benefits for hourly employees. Salaried employees impacted by these shutdowns will be offered severance packages and outplacement assistance consistent with company policy. Employee assistance providers will be available to support employee and family needs.

The company estimates that these closures will result in noncash asset write-off and accelerated depreciation charges of approximately $1.1 billion and cash severance charges of approximately $60 million to be recorded in the fourth quarter of 2009 and first quarter of 2010, plus additional closure costs to be determined and recorded as the facilities are closed.

About International Paper

International Paper (NYSE: IP) is a global paper and packaging company with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include uncoated papers and industrial and consumer packaging, complemented by xpedx, the company’s North American distribution company. Headquartered in Memphis, Tenn., the company employs more than 58,000 people in more than 20 countries and serves customers worldwide. 2008 net sales were approximately $25 billion. For more information about International Paper, its products and stewardship efforts, visit www.internationalpaper.com.

This press release may contain 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 include changes in business conditions which could affect the timing of the mill closure process. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. 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.

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Contacts:

Virginia media: Desmond Stills, 757-569-4912 or 757-617-9746; or Rick Ouellette, 901-573-4002

Louisiana or Oklahoma media: Amy Sawyer, 901-826-4278

Oregon media: Jessica Savage, 706-414-6087

All other media: Kathleen Bark, 901-419-4333

Investors: Thomas A. Cleves, 901-419-7566, or Emily Nix, 901-419-4987