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

April 29, 2010 (Date of Report)

April 29, 2010 (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)

(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 2.02. Results of Operations and Financial Condition.

On April 29, 2010, International Paper Company issued a press release reporting preliminary earnings for the first quarter of 2010 and held a webcast and conference call to discuss earnings and current market conditions. A copy of the press release is being furnished as Exhibit 99.1 and a copy of the slides presented at the webcast and discussed in the conference call is being furnished as Exhibit 99.2 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Press release of International Paper Company, dated April 29, 2010.
Exhibit 99.2	Slides of International Paper Company, dated April 29, 2010.

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: April 29, 2010

Exhibit Index

Exhibit 99.1	Press release of International Paper Company, dated April 29, 2010.
Exhibit 99.2	Slides of International Paper Company, dated April 29, 2010.

EX-99.1

INTERNATIONAL PLACE

6400 POPLAR AVENUE

MEMPHIS, TN 38197

Exhibit 99.1

News Release

International Paper Reports First-Quarter Earnings

MEMPHIS, Tenn. – April 29, 2010 – International Paper (NYSE: IP) today reported a preliminary first-quarter 2010 net loss attributable to common shareholders totaling $162 million ($0.38 per share) compared with a loss of $101 million ($0.24 per share) in the fourth quarter of 2009 and net earnings of $257 million ($0.61 per share) in the first quarter of 2009. Amounts in all periods include special items.

Diluted Earnings Per Share Attributable to International Paper Shareholders

	First Quarter 2010			Fourth Quarter 2009			First Quarter 2009
Net Earnings (Loss)	($	0.38	)	($	0.24	)	$	0.61
Add Back – Net Special Items Expense (Income)		0.42			0.48			(0.53	)
Earnings Before Special Items	$	0.04		$	0.24		$	0.08

Earnings before special items in the 2010 first quarter totaled $16 million ($0.04 per share), compared with $101 million ($0.24 per share) in the fourth quarter of 2009 and $34 million ($0.08 per share) in the first quarter of 2009.

Quarterly net sales were $5.8 billion compared with $6.0 billion in the fourth quarter of 2009 and $5.7 billion reported in the first quarter of 2009.

Operating profits in the first quarter were $20 million, up from an operating loss of $147 million in the fourth quarter of 2009. Both amounts reflect the inclusion of special items.

“We started the quarter with an extreme run up in fiber costs in North America but ended with costs peaking in March and now moderating,” said John Faraci, chairman and chief executive officer. “The strong results of our European businesses helped offset higher input costs in North America. Importantly, we exited the quarter in North America seeing improved cost and fiber availability, stronger operations, improving demand and the further realization of our previously announced price increases – setting us up for a significantly better second quarter.”

Page 1

SEGMENT INFORMATION

To measure the performance of the company’s business segments from quarter to quarter without variations caused by special items, management focuses on business segment operating profits excluding those items. First quarter 2010 segment operating profits and business trends compared with the prior quarter are as follows:

Industrial Packaging operating profits (excluding special items) decreased to $46 million as compared with $84 million in the fourth quarter of 2009. This decrease was due primarily to higher input costs and more annual maintenance outages. Results were positively impacted by lower operating costs and improved pricing late in the quarter. Operating profits after special items were $41 million in the first quarter of 2010 compared with a loss of $391 million in the fourth quarter of 2009.

Printing Papers had an operating profit (excluding special items) of $126 million as compared with $139 million in the fourth quarter of 2009. This decrease was due to higher input costs, and lower volumes particularly in Brazil and Europe. Results were positively impacted by cost reductions, improved mix, stronger pulp pricing and improved paper pricing late in the quarter. Operating profits after special items were a loss of $78 million in the first quarter of 2010 compared with profits of $137 million in the fourth quarter of 2009.

Consumer Packaging had an operating profit (excluding special items) of $31 million compared with an operating profit of $49 million in the fourth quarter of 2009. While results were positively impacted by lower mill outage costs, they were negatively offset by significantly higher input costs and unfavorable operations. Operating profits after special items were $28 million in the first quarter of 2010 compared with $63 million in the fourth quarter of 2009.

The company’s distribution business, xpedx, reported operating profits (excluding special items) of $21 million, lower than the $31 million posted in the fourth quarter of 2009. The 2009 fourth quarter earnings included a $17 million favorable inventory valuation adjustment. Although the early part of the year experienced seasonally lower sales volume, savings from reduced headcount and decreased costs positively impacted the quarter. Operating profits after special items were $21 million in the first quarter of 2010 compared with $26 million in the fourth quarter of 2009.

Forest Products operating profits totaled $8 million, down from $18 million in the prior quarter due to fewer land sales. The company has approximately 200,000 acres of land remaining for sale, primarily composed of smaller retail and larger transitional tracts. There were no special items recorded in either quarter.

Net corporate expenses totaled $51 million for the 2010 first quarter compared with $40 million in the 2009 fourth quarter and $51 million in the first quarter of 2009. Pension expense is slightly higher in 2010 compared with 2009.

EFFECTIVE TAX RATE

The effective tax rate before special items for the first quarter of 2010 was 32 percent, compared with 22 percent in the fourth quarter of 2009. The tax rate in the fourth quarter of 2009 is lower because of the inclusion of non-U.S. tax incentives and adjustments of tax estimates upon the filing of the company’s 2008 non-U.S. income tax returns.

Page 2

EFFECTS OF SPECIAL ITEMS

Special items in the first quarter of 2010 included a pre-tax charge of $215 million ($132 million after taxes) for restructuring and other charges and a $46 million after-tax expense to reduce deferred tax assets related to incentive compensation ($14 million) and post-retirement prescription drug coverage (Medicare Part D reimbursements) ($32 million). Restructuring and other charges included a $204 million pre-tax charge ($124 million after taxes) associated with the closure of the Franklin mill (including $190 million of accelerated depreciation), a $4 million pre-tax charge ($2 million after taxes) for early debt extinguishment costs, a $3 million pre-tax charge ($2 million after taxes) associated with the reorganization of the Company’s Shorewood operations, and charges of $4 million (before and after taxes) for other items.

Special items in the fourth quarter of 2009 included a $516 million pre-tax credit ($469 million after taxes) for alternative fuel mixture credits earned under 2007 legislation enacted to provide a tax credit for companies that use alternative fuel mixtures to produce renewable energy to operate their businesses, a $15 million pre-tax charge ($10 million after taxes) for costs associated with the Industrial Packaging business integration, a pre-tax charge of $1.0 billion ($638 million after taxes) for restructuring and other charges, and an $11 million pre-tax charge ($8 million after taxes) for net losses on sales and impairments of businesses. Restructuring and other charges included a pre-tax charge of $861 million ($525 million after taxes) for shutdown costs for the closures of the Albany, Franklin and Pineville mills announced in the fourth quarter of 2009; a pre-tax charge of $82 million ($50 million after taxes) for the shutdown of a paper machine at the Valliant mill; a pre-tax charge of $58 million ($35 million after taxes) for early debt extinguishment costs; a pre-tax charge of $23 million ($15 million after taxes) for severance and benefit costs associated with the company’s 2008 overhead reduction program; a $9 million charge, before and after taxes, for severance and other costs associated with the planned closure of the Etienne mill in France; and pre-tax charges of $7 million ($4 million after taxes) for costs associated with the reorganizations of the company’s Shorewood and xpedx operations. Additionally, a $15 million income tax expense was recorded to write off a deferred tax asset for a recycling credit in the state of Louisiana. The net after-tax effect of these special items is a loss of $202 million, or $0.48 per share.

Special items in the first quarter of 2009 included a credit of $540 million before taxes ($330 million after taxes) for alternative fuel mixture credits earned under 2007 legislation enacted to provide a tax credit for companies that use alternative fuel mixtures to produce energy to operate their businesses, a pre-tax charge of $36 million ($22 million after taxes) for costs related to the industrial packaging business integration, a pre-tax charge of $83 million ($65 million after taxes) for restructuring and other charges, and a $20 million after-tax charge for certain income tax adjustments. Restructuring and other charges included a $52 million pre-tax charge ($32 million after taxes) for severance and benefits associated with the company’s 2008 overhead reduction program, a pre-tax charge of $23 million ($28 million after taxes) for closure costs for the Inverurie mill in Scotland, a $6 million pre-tax charge ($4 million after taxes) for facility closure costs in Franklin, Va., and a $2 million pre-tax charge ($1 million after taxes) for costs associated with the reorganization of the company’s Shorewood operations.

Page 3

EARNINGS WEBCAST

The company will hold a webcast to review earnings at 10 a.m. EDT / 9 a.m. CDT today. All interested parties are invited to listen to the webcast live via the company’s Internet site at http://www.internationalpaper.com by clicking on the Investors tab and going to the Presentations page. A replay of the webcast will also be available on the Web site beginning approximately two hours after the call. Parties who wish to participate in the webcast via teleconference may dial +1 (706) 679-8242 or, within the U.S. only, (877) 316-2541, and ask to be connected to the International Paper First Quarter Earnings Call. The conference ID number is 65909520. Participants should call in no later than 9:45 a.m. EDT (8:45 a.m. CDT). An audio-only replay will be available for four weeks following the call. To access the replay, dial +1 (706) 645-9291 or, within the U.S. only, (800) 642-1687, and when prompted for the conference ID, enter “65909520.”

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 about 56,000 people in more than 20 countries and serves customers worldwide. 2009 net sales were more than $23 billion. For more information about International Paper, its products and stewardship efforts, visit internationalpaper.com.

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) increases in interest rates; (ii) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy and transportation costs, competition we face, cyclicality and changes in consumer preferences, demand and pricing for its products; (iii) global economic conditions and political changes, including but not limited to the impairment of financial institutions, changes in currency exchange rates, credit ratings issued by recognized credit rating organizations, the amount of our future pension funding obligation, changes in tax laws and pension and health care costs; (iv) unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations and to actual or potential litigation; and (v) whether we experience a material disruption at one of our manufacturing facilities and risks inherent in conducting business through a joint venture. 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.

###

Contacts:

Media: Patricia L. Neuhoff, 901-419-4052

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

Page 4

INTERNATIONAL PAPER COMPANY

Consolidated Statement of Operations

Preliminary and Unaudited

(In millions, except per share amounts)

	Three Months Ended March 31,								Three Months Ended December  31, 2009
	2010				2009
Net Sales	$	5,807			$	5,668			$	5,977
Costs and Expenses
Cost of products sold		4,464				3,731		(c)		3,950		(f)
Selling and administrative expenses		421				500		(d)		496		(g)
Depreciation, amortization and cost of timber harvested		371				343				384
Distribution expenses		317				279				318
Taxes other than payroll and income taxes		45				50				43
Restructuring and other charges		215		(a)		83		(e)		1,040		(h)
Net losses on sales and impairments of businesses		—				—				11		(i)
Interest expense, net		149				164				163
Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings		(175	)			518		(c-e)		(428	)	(f-i)
Income tax provision (benefit)		(24	)	(b)		230				(321	)	(j)
Equity earnings (losses), net of taxes		(2	)			(27	)			10
Net Earnings (Loss)	$	(153	)	(a,b)	$	261		(c-e)	$	(97	)	(f-j)
Less: Net earnings attributable to noncontrolling interests		9				4				4
Net Earnings (Loss) Attributable to International Paper Company	$	(162	)	(a,b)	$	257			$	(101	)	(f-j)
Basic Earnings (Loss) Per Common Share Attributable to International Paper Common Shareholders	$	(0.38	)	(a,b)	$	0.61		(c-e)	$	(0.24	)	(f-j)
Diluted Earnings (Loss) Per Common Share Attributable to International Paper Common Shareholders	$	(0.38	)	(a,b)	$	0.61		(c-e)	$	(0.24	)	(f-j)
Average Shares of Common Stock Outstanding - Diluted		428.8				423.1				426.7
Cash Dividends Per Common Share	$	0.025			$	0.25			$	0.025

The accompanying notes are an integral part of this consolidated statement of operations.

(a) Includes a pre-tax charge of $204 million ($124 million after taxes) for shutdown costs for the Franklin mill including $190 million of accelerated depreciation, a pre-tax charge of $4 million ($2 million after taxes) for early debt extinguishment costs, a pre-tax charge of $3 million ($2 million after taxes) for costs associated with the reorganization of the Company's Shorewood operations and charges of $4 million (before and after taxes) for other items.

(b) Includes a $14 million tax expense and a $32 million tax expense for incentive compensation and Medicare Part D deferred tax write-offs, respectively.

(c) Includes a pre-tax gain of $540 million ($330 million after taxes) related to alternative fuel mixture credits.

(d) Includes a pre-tax charge of $36 million ($22 million after taxes) for integration costs associated with the Containerboard, Packaging and Recycling business (CBPR) acquired from Weyerhaeuser Company in August 2008.

(e) Includes a pre-tax charge of $52 million ($32 million after taxes) for severance and benefit costs associated with the Company's 2008 overhead cost reduction initiative, a pre-tax charge of $23 million ($28 million after taxes) for closure costs associated with the Inverurie, Scotland mill, a pre-tax charge of $6 million ($4 million after taxes) for shutdown costs associated with the Franklin lumber mill, sheet converting plant and converting innovations center, and a pre-tax charge of $2 million ($1 million after taxes) for shutdown costs associated with the reorganization of the Company's Shorewood operations.

(f) Includes a pre-tax gain of $516 million ($469 million after taxes) related to alternative fuel mixture credits.

(g) Includes a pre-tax charge of $15 million ($10 million after taxes) for integration costs associated with the acquisition of the CBPR business.

(h) Includes pre-tax charges of $469 million ($286 million after taxes), $290 million ($177 million after taxes), and $102 million ($62 million after taxes) for shutdown costs for the Albany, Franklin, and Pineville mills, respectively, a pre-tax charge of $82 million ($50 million after taxes) for costs related to the shutdown of a paper machine at the Valliant mill, a pre-tax charge of $23 million ($15 million after taxes) for severance and benefit costs associated with the Company’s 2008 overhead cost reduction initiative, a pre-tax charge of $58 million ($35 million after taxes) for early debt extinguishment costs, a charge of $9 million (before and after taxes) for severance and other costs associated with the planned closure of the Etienne mill in France, and pre-tax charges of $5 million ($3 million after taxes) and $2 million ($1 million after taxes) for costs associated with the reorganization of the Company’s xpedx and Shorewood operations, respectively.

(i) Includes a pre-tax charge of $8 million (before and after taxes) related to the Company’s Etienne mill in France which was closed at the end of November 2009.

(j) Includes a $15 million write-off of a deferred tax asset for a recycling tax credit in the state of Louisiana.

5

International Paper Company

Reconciliation of Earnings Before Special Items to Net Earnings

Attributable to International Paper Company

(In millions except for per share amounts)

	Three Months Ended March 31,						Three Months Ended December  31, 2009
	2010			2009
Earnings Before Special Items	$	16		$	34		$	101
Restructuring and other charges		(132	)		(65	)		(638	)
CBPR business integration costs		—			(22	)		(10	)
Alternative fuel mixture credits		—			330			469
Net losses on sales and impairments of businesses		—			—			(8	)
Income tax adjustments		(46	)		(20	)		(15	)
Net Earnings (Loss) as Reported	$	(162	)	$	257		$	(101	)
	Three Months Ended March 31,						Three Months Ended December 31, 2009
Diluted Earnings per Common Share	2010			2009
Earnings Per Share Before Special Items	$	0.04		$	0.08		$	0.24
Restructuring and other charges		(0.31	)		(0.15	)		(1.52	)
CBPR business integration costs		—			(0.05	)		(0.02	)
Alternative fuel mixture credits		—			0.78			1.11
Net losses on sales and impairments of businesses		—			—			(0.02	)
Income tax adjustments		(0.11	)		(0.05	)		(0.03	)
Diluted Earnings (Loss) per Common Share as Reported	$	(0.38	)	$	0.61		$	(0.24	)

Notes:

(1) The Company calculates Earnings Before Special Items by excluding the after-tax effect of items considered by management to be unusual from the earnings reported under U.S. generally accepted accounting principles (“GAAP”). Management uses this measure to focus on on-going operations, and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. International Paper believes that using this information, along with net earnings, provides for a more complete analysis of the results of operations by quarter. Net earnings (loss) is the most directly comparable GAAP measure.

(2) Diluted earnings per common share reflect the inclusion of contingently convertible securities in the computation when they are dilutive.

International Paper

Sales and Earnings by Industry Segment

Preliminary and Unaudited

(In Millions)

Sales by Industry Segment

	Three Months Ended March  31,						Three Months Ended December  31, 2009
	2010			2009
Industrial Packaging	$	2,220		$	2,180		$	2,210
Printing Papers		1,405			1,325			1,525
Consumer Packaging		805			715			785
Distribution		1,580			1,590			1,675
Forest Products		10			5			25
Corporate and Inter-segment Sales		(213	)		(147	)		(243	)
Net Sales	$	5,807		$	5,668		$	5,977

Operating Profit by Industry Segment

	Three  Months Ended March 31,						Three Months Ended December 31, 2009
	2010			2009
Industrial Packaging	$	41	(2)	$	360	(5,6)	$	(391	)(5,6,8)
Printing Papers		(78	)(3)		312	(5,7)		137	(3,5)
Consumer Packaging		28	(4)		112	(4,5)		63	(4,5)
Distribution		21			(7	)		26	(9)
Forest Products		8			2			18
Operating Profit (Loss) (1)		20			779			(147	)
Interest expense, net		(149	)		(164	)		(163	)
Noncontrolling interest/equity earnings adjustment (10)		8			6			4
Corporate items, net		(51	)		(51	)		(40	)
Restructuring and other charges		(3	)		(52	)		(81	)
Net loss on sales and impairments of businesses		—			—			(1	)
Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings	$	(175	)	$	518		$	(428	)
Equity Earnings (Loss) in Ilim Holdings S.A., Net of Taxes (1)	$	(3	)	$	(26	)	$	6

(1) In addition to the operating profits shown above, International Paper recorded equity losses, net of taxes, of $3 million and $26 million for the three months ended March 31, 2010 and March 31, 2009, respectively; and equity earnings, net of taxes, of $6 million for the three months ended December 31, 2009 related to its equity investment in Ilim Holdings S.A., a separate reportable industry segment.

(2) Includes charges of $3 million for costs related to the shutdowns of U.S. mills in the fourth quarter of 2009 and $2 million for additional closure costs for the Etienne mill in France for the three months ended March 31, 2010.

(3) Includes charges of $204 million and $223 million for the three months ended March 31, 2010 and December 31, 2009, respectively, for shutdown costs for the Franklin mill.

(4) Includes a charge of $67 million for the three months ended December 31, 2009, related to the closure of the Franklin paper mill, and charges of $3 million, $2 million, and $2 million for the three months ended March 31, 2010, March 31, 2009, and December 31, 2009, respectively, related to the reorganization of the Company’s Shorewood operations.

(5) Includes gains of $208 million and $212 million in the Industrial Packaging segment, $240 million and $221 million in the Printing Papers segment, and $92 million and $83 million in the Consumer Packaging segment relating to alternative fuel mixture credits for the three months ended March 31, 2009 and December 31, 2009, respectively.

(6) Includes charges of $36 million and $15 million for the three months ended March 31, 2009 and December 31, 2009, respectively, for CBPR integration costs.

(7) Includes charges of $23 million and $6 million for the three months ended March 31, 2009 for the closure of the Inverurie, Scotland mill and the shutdown of the Franklin lumber mill, sheet converting plant and converting innovations center, respectively.

(8) Includes charges of $469 million, $102 million and $82 million for the three months ended December 31, 2009 for shutdown costs for the Albany mill, Pineville mill and a paper machine at the Valliant mill, respectively, charges of $17 million related to the closure of the Etienne mill in France, and $2 million for the impairment of an investment in Asia.

(9) Includes a charge of $5 million related to the reorganizaton of the Company’s xpedx operations.

(10) Operating profits for industry segments include each segment’s percentage share of the profits of subsidiaries included in that segment that are less than wholly owned. The pre-tax noncontrolling interest and equity earnings for these subsidiaries are adjusted here to present consolidated earnings before income taxes and equity earnings.

7

International Paper Company

Reconciliation of Segment Earnings to Segment Earnings Before Special Items

(In millions)

	Three Months Ended March 31, 2010
	Industrial Packaging			Printing Papers			Consumer Packaging			Distribution		Forest Products		Total
Segment Earnings as Reported	$	41		$	(78	)	$	28		$	21	$	8	$	20
Restructuring and other charges		5			204			3			—		—		212
Segment Earnings Before Special Items	$	46		$	126		$	31		$	21	$	8	$	232
	Three Months Ended December 31, 2009
	Industrial Packaging			Printing Papers			Consumer Packaging			Distribution		Forest Products		Total
Segment Earnings as Reported	$	(391	)	$	137		$	63		$	26	$	18	$	(147	)
Restructuring and other charges		662			223			69			5				959
CBPR business integration costs		15													15
Alternative fuel mixture credits		(212	)		(221	)		(83	)						(516	)
Net losses on sales and impairments of businesses		10													10
Segment Earnings Before Special Items	$	84		$	139		$	49		$	31	$	18	$	321

International Paper

Sales Volume by Product (1)

Preliminary and Unaudited

International Paper Consolidated

	Three Months Ended March 31,		Three Months Ended December  31, 2009
	2010	2009
Industrial Packaging (In thousands of short tons)
Corrugated Packaging	1,809	1,776	1,782
Containerboard	631	471	677
Recycling	580	595	521
Saturated Kraft	41	21	43
Bleached Kraft	22	13	20
European Industrial Packaging	258	270	256
Asian Industrial Packaging	140	88	187
Industrial Packaging	3,481	3,234	3,486
Printing Papers (In thousands of short tons)
U.S. Uncoated Papers	700	693	734
European & Russian Uncoated Papers	308	370	330
Brazilian Uncoated Papers	248	180	311
Asian Uncoated Papers	32	3	41
Uncoated Papers	1,288	1,246	1,416
Market Pulp (2)	351	317	410
Consumer Packaging (In thousands of short tons)
U.S. Coated Paperboard	339	290	310
European Coated Paperboard	90	87	89
Asian Coated Paperboard	221	189	231
Other Consumer Packaging	40	46	39
Consumer Packaging	690	612	669

(1) Sales volumes include third party and inter-segment sales and exclude sales of equity investees.

(2) Includes internal sales to mills.

9

INTERNATIONAL PAPER COMPANY

Consolidated Balance Sheet

Preliminary and Unaudited

(In Millions)

	March 31, 2010		December 31, 2009
Assets
Current Assets
Cash and Temporary Investments	$	1,749	$	1,892
Accounts and Notes Receivable, Net		2,867		2,695
Inventories		2,145		2,179
Deferred Income Tax Assets		334		368
Other		454		417
Total Current Assets		7,549		7,551
Plants, Properties and Equipment, Net		12,235		12,688
Forestlands		737		757
Investments		1,077		1,077
Goodwill		2,267		2,290
Deferred Charges and Other Assets		1,277		1,185
Total Assets	$	25,142	$	25,548
Liabilities and Equity
Current Liabilities
Notes Payable and Current Maturities of Long-Term Debt	$	358	$	304
Accounts Payable and Accrued Liabilities		3,725		3,708
Total Current Liabilities		4,083		4,012
Long-Term Debt		8,597		8,729
Deferred Income Taxes		2,392		2,425
Pension Benefit Obligation		2,766		2,765
Postretirement and Postemployment Benefit Obligation		524		538
Other Liabilities		728		824
Equity
Invested Capital		4,045		4,074
Retained Earnings		1,774		1,949
Total Shareholders’ Equity		5,819		6,023
Non-controlling interests		233		232
Total Equity		6,052		6,255
Total Liabilities and Equity	$	25,142	$	25,548

10

INTERNATIONAL PAPER COMPANY

Consolidated Statement of Cash Flows

Preliminary and Unaudited

(In Millions)

	Three Months Ended March 31,
	2010			2009
Operating Activities
Net earnings (loss)	$	(153	)	$	261
Depreciation, amortization and cost of timber harvested		371			343
Deferred income tax expense (benefit), net		76			70
Restructuring and other charges		215			83
Payments related to restructuring and legal reserves		(2	)		(15	)
Equity loss (earnings), net		2			27
Periodic pension expense, net		59			61
Alternative fuel mixture credits receivable		—			(395	)
Other, net		(104	)		60
Changes in current assets and liabilities
Accounts and notes receivable		(206	)		212
Inventories		(51	)		146
Accounts payable and accrued liabilities		(14	)		(53	)
Interest payable		42			18
Other		(76	)		(24	)
Cash Provided by Operations		159			794
Investment Activities
Invested in capital projects		(120	)		(128	)
Acquisitions, net of cash received		—			(8	)
Other		(31	)		(57	)
Cash Used for Investment Activities		(151	)		(193	)
Financing Activities
Repurchases of common stock and payments of restricted stock tax withholding		(26	)		(10	)
Issuance of common stock		—			—
Issuance of debt		38			486
Reduction of debt		(120	)		(1,036	)
Change in book overdrafts		(27	)		(80	)
Dividends paid		(11	)		(108	)
Other		(3	)		(11	)
Cash Used for Financing Activities		(149	)		(759	)
Effect of Exchange Rate Changes on Cash		(2	)		(31	)
Change in Cash and Temporary Investments		(143	)		(189	)
Cash and Temporary Investments
Beginning of the period		1,892			1,144
End of the period	$	1,749		$	955

11

EX-99.2

First Quarter

2010 Review

April 29, 2010

First Quarter

2010 Review

April 29, 2010

John V. Faraci

Chairman &

Chief Executive Officer

Tim S. Nicholls

Senior Vice President &

Chief Financial Officer

Exhibit 99.2

2

Forward-Looking Statements

Forward-Looking Statements

These

slides

and

statements

made

during

this

presentation

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

relate

to:

(i)

increases

in

interest

rates;

(ii)

industry

conditions,

including

but

not

limited

to

changes

in

the

cost

or

availability

of

raw

materials,

energy

and

transportation

costs,

competition

we

face,

cyclicality

and

changes

in

consumer

preferences,

demand

and

pricing

for

our

products;

(iii)

global

economic

conditions

and

political

changes,

including

but

not

limited

to

the

impairment

of

financial

institutions,

changes

in

currency

exchange

rates,

credit

ratings

issued

by

recognized

credit

rating

organizations,

the

amount

of

our

future

pension

funding

obligation

and

changes

in

pension

and

health

care

costs;

(iv)

unanticipated

expenditures

related

to

the

cost

of

compliance

with

environmental

and

other

governmental

regulations

and

to

actual

or

potential

litigation;

and

(v)

whether

we

experience

a

material

disruption

at

one

of

our

manufacturing

facilities

and

risks

inherent

in

conducting

business

through

a

joint

venture.

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.

3

Statements Relating to Non-GAAP

Financial Measures

Statements Relating to Non-GAAP

Financial Measures

During the course of this presentation, certain

non-U.S. GAAP financial information will be

presented.

A reconciliation of those numbers to U.S.

GAAP financial measures is available on the

company’s website at internationalpaper.com

under Investors.

4

First Quarter 2010

In Line with Expectations

First Quarter 2010

In Line with Expectations

Cyclical trough earnings quarter

Significant N.A. fiber cost inflation

& heavy maintenance outages

Price only modest benefit

Strong results in European Paper &

Packaging

Reduced operating costs

Demand improving at quarter’s end

Substantial price improvement

occurring at end of 1Q

2Q significantly better than 1Q

Earnings from continuing operations before

special items

5

1Q10 Financial Snapshot

1Q10 Financial Snapshot

1Q09

4Q09

1Q10

Sales ($B)

$5.7

$6.0

$5.8

EBITDA

($MM)

$604

$669

$560

Free

Cash

Flow

($MM)

$521

$530

$39

Debt ($B)

$11.5

$9.0

$9.0

Cash Balance ($B)

$1.0

$1.9

$1.7

1

Earnings from continuing operations before special items

2

Cash provided by continuing operations less capital expenditures, excluding cash received from alternative fuel credits of

$0.1 B in 1Q09 and $0.4 B in 4Q09

2

1

6

Earnings before special items

1Q10 vs. 4Q09 EPS

Higher Input Costs, Reduced Operating Costs

1Q10 vs. 4Q09 EPS

Higher Input Costs, Reduced Operating Costs

7

Global Input Costs

$100 MM North American Fiber Cost Spike

Global Input Costs

$100 MM North American Fiber Cost Spike

By Business

By Input Type

8

Business Highlights

1Q10

Business Highlights

1Q10

Solid Earnings

Europe & Russia (All Segments)

xpedx

Sun JV

Reduced Fixed Costs

Inverurie (UFS)

Etienne (Liner)

Albany & Pineville (Containerboard)

Franklin (Coated Paperboard)

xpedx

9

Industrial Packaging Earnings

1Q10 vs. 4Q09

Industrial Packaging Earnings

1Q10 vs. 4Q09

Earnings before special items

50% of Annual

Maintenance

Outages in 1Q10

10

N.A. Industrial Packaging Relative EBITDA Margins

N.A. Industrial Packaging Relative EBITDA Margins

IP EBITDA margins based on North American Industrial Packaging operating profit before special items

Competitor EBITDA margin estimates obtained from public filings and IP analysis

IP 1Q10 margin

reflects 148,000 tons or

5.9% downtime

Competitor A 1Q10 margin

reflects 35,000 tons or

5.7% downtime

Competitor B 1Q10 margin

reflects 36,000 tons or

3.5% downtime

11

Printing Papers Earnings

1Q10 vs. 4Q09

Printing Papers Earnings

1Q10 vs. 4Q09

Earnings before special items

12

Consumer Packaging Earnings

1Q10 vs. 4Q09

Consumer Packaging Earnings

1Q10 vs. 4Q09

Earnings before special items

13

$ Million

1Q09

4Q09

1Q10

Sales

$1,590

$1,675

$1,580

Earnings

($7)

$31

$21

xpedx

xpedx

Seasonal volume decrease

Strong year-over-year earnings improvement

driven by reduced operating costs

Also, strong quarter-over-quarter improvement

after 4Q inventory accounting adjustment

9% year-over-year headcount reduction

4Q09 earnings include a $17 MM favorable LIFO inventory valuation adjustment

14

$ Million

1Q09

4Q09

1Q10

Sales (100%)

$395

$350

$395

Earnings (IP Share)

($26)

$6

($3)

Ilim’s results are reported on a one-quarter lag

IP’s shares of Ilim’s 1Q09, 4Q09 & 1Q10 earnings includes an after-tax foreign exchange loss of $15 MM, an after-tax foreign

exchange gain of $2 MM and an after-tax foreign exchange loss of $2 MM, respectively

Ilim Joint Venture

Ilim Joint Venture

1Q10 vs. 4Q09

1Q10 vs. 1Q09

Business

Volume

Price /

Ton

Volume

Price /

Ton

Pulp

5%

$76

8%

$1

Containerboard

(3%)

$40

9%

($91)

15

First Quarter Summary

Cyclical Trough –

Worst is Behind Us

First Quarter Summary

Cyclical Trough –

Worst is Behind Us

1Q10 Summary

N.A. Fiber Cost Spike

High Maintenance     

Outages

Reduced Operational  Costs

Price Improvement at

Quarter-End

2Q10 Outlook

Realization of Announced

Price Increases

Improving Demand

Declining Input Costs

Higher Outages Costs

Reduced Fixed Costs

16

Earnings Runway

Potential Impact of Price Increase Realization

Earnings Runway

Potential Impact of Price Increase Realization

17

Balanced Capital Allocation

to Increase Shareowner Value

Balanced Capital Allocation

to Increase Shareowner Value

18

Dividend Increase

Returning Cash to Shareowners

Dividend Increase

Returning Cash to Shareowners

Improving Global Economy

Normal Credit Markets

$3.7

B Debt Reduction

Annual Dividend: $0.10 to $0.50

19

China

Thailand

Malaysia

India

Singapore

Agreed to purchase SCA’s Asian

packaging business for $200 MM

less post-closing adjustments

SCA system includes 13 corrugated

box plants and two specialty packaging

facilities

$340 MM Combined 2009 Revenue

Strengthening IP Asia

Acquiring SCA’s Asian Packaging Business

Strengthening IP Asia

Acquiring SCA’s Asian Packaging Business

Expect to complete the

purchase in 2Q10

SCA facilities complement

IP’s existing corrugated

packaging system

SCA Plants

IP Plants

Indonesia

20

Second Quarter Outlook

Changes from 1Q10

Second Quarter Outlook

Changes from 1Q10

North

America

Europe

Brazil

Asia

Volume

Paper

Stable

Stable

Increasing

Increasing

Packaging

Increasing

Stable

Pricing

Paper

Increasing

Increasing

Increasing

Increasing

Packaging

Significant

Increase

Stable

Maintenance Outages

~$8 MM

Increase

~$11 MM

Increase

~$5 MM

Increase

Input & Freight Costs

Decreasing

Linerboard

Increasing

Stable

Pulp

Increasing

xpedx

Modest

Improvement

Ilim

Increase

Corporate

Expense

Stable

21

Appendix

Investor Relations Contacts

Thomas A. Cleves

901-419-7566

Emily Nix

901-419-4987

Media Contact

Patty Neuhoff

901-419-4052

22

$ Million

2008

2009

2010

Estimate

Capital Spending

$1,002

$534

$800

Depreciation &

Amortization

$1,347

$1,472

$1,450

Net Interest Expense

$492

$669

$600 -

$625

Corporate Items

$103

$181

$200 -

$225

Effective Tax Rate

31.5%

30%

30-32%

1

Before special items and excluding Ilim

Key Financial Statistics

Key Financial Statistics

1

1

1

23

Free Cash Flow

Free Cash Flow

$ Million

1Q09

4Q09

1Q10

Cash from Operations

$649

$697

$159

Cash Received from Alternative Fuel

Mixture Tax Credits (AFMTC)

$145

$388

$0

Cash Provided by Continuing

Operations

$794

$1,085

$159

Less Capital Investment

($128)

($167)

($120)

Free Cash Flow

$666

$918

$39

Free Cash Flow Excluding AFMTC

$521

$530

$39

24

Monetization & Other: Intend to rollover or refinance timber monetization debt, Sun JV debt and other foreign subsidiary debt

Debt Maturity Profile

Maturities as of Quarter-End

Debt Maturity Profile

Maturities as of Quarter-End

25

North American Downtime

6% of Capacity in 1Q

North American Downtime

6% of Capacity in 1Q

•

Lack-of-order & maintenance downtime for North American Containerboard, Uncoated Papers, Market Pulp, & Coated    

Paperboard.  See the following slide for detail by business.

Lack of order downtime excludes capacity from mills or machines that have been permanently shutdown

1,253

965

653

617

220

Primarily due to

wood shortages

26

North American Downtime

North American Downtime

•

Lack of order downtime excludes capacity from mills or machines that have been permanently shutdown

Containerboard

Uncoated Papers

Market Pulp

Coated

Paperboard

456

33

91

54

18

21

148

27

$ Million

1Q10

2Q10E

3Q10E

4Q10E

Industrial Packaging

$70

$45

$6

$25

North America

$27

$48

$18

$37

Europe

0

11

15

15

Brazil

0

5

0

0

Printing Papers Total

$27

$64

$33

$52

Consumer Packaging

$6

$19

$0

$16

Total Impact

$103

$128

$39

$93

Dollar impact of planned maintenance outages are estimates and subject to change

Maintenance Outages Expenses

Maintenance Outages Expenses

28

Forest Products

Forest Products

1Q09

4Q09

1Q10

Sales ($ MM)

$5

$25

$10

Earnings ($ MM)

$2

$18

$8

Acres Sold

2,000

7,700

3,300

Price / Acre

$2,108

$2,655

$2,418

1

4Q09 figures exclude a 17,000-acre sale of a partnership interest at $369 per acre.

At

the

end

of

1Q10,

our

land

portfolio

has

~200,000

acres

with

an

estimated

value

of

$225

-

$250

million

1

1

29

1Q10 vs. 4Q09

1Q10 vs. 1Q09

Business

Volume

Price /

Ton

Volume

Price /

Ton

N.A. Container

2%

$1

2%

($74)

European Container

1%

€7

(4%)

(€53)

Industrial Packaging

Industrial Packaging

N.A. Price Improvement

per Ton vs. 12/31/09

1Q10 Exit

Price 

4/28/10

Price

Domestic Containerboard

$27

$49

Boxes

$27

$39

30

Average

IP

price

realization

(includes

the

impact

of

mix

across

all

grades)

1Q10 vs. 4Q09

1Q10 vs. 1Q09

Business

Volume

Price / Ton

Volume

Price / Ton

N.A. Paper

(4%)

$23

2%

($49)

N.A. Pulp

(15%)

$83

7%

$94

European Paper

(7%)

€5

(17%)

(€44)

Printing Papers

Printing Papers

31

Average IP price realization (includes the impact of mix across all grades)

1Q10 vs. 4Q09

1Q10 vs. 1Q09

Volume

Price/Ton

Volume

Price/Ton

U.S. Coated Paperboard

10%

($3)

19%

($44)

Revenue

Price

Revenue

Price

Converting Businesses

(6%)

NA

(5%)

NA

Consumer Packaging

Consumer Packaging

32

Special Items Pre-Tax

from Continuing Operations

Special Items Pre-Tax

from Continuing Operations

Special Items Pre-Tax ($Million)

1Q09

4Q09

1Q10

Industrial

Packaging

Alternative Fuel Mixture Credits

$208

$212

Facility & Machine Closure Costs

($670)

($5)

Integration Costs

($36)

($15)

Other

($2)

Printing

Papers

Alternative Fuel Mixture Credits

$240

$221

Facility Closure Costs

($29)

($223)

($204)

Consumer

Packaging

Alternative Fuel Mixture Credits

$92

$83

Facility Closure Costs

($67)

Reorganization

($2)

($2)

($3)

xpedx

Reorganization

($5)

Corporate

Restructuring & Other Charges

($52)

($82)

($3)

Total Special Items Pre-Tax

$421

$356

($215)

33

Special Items Net of Taxes

from Continuing Operations

Special Items Net of Taxes

from Continuing Operations

1Q10

$ Million

EPS

Earnings Before Special Items

$16

$0.04

Special Items Net of Taxes:

Franklin Mill Shutdown

($124)

Tax Adjustments

($46)*

Other Facility Closures

($6)

Other Corporate

($2)

Total Special Items Net of Taxes

($178)

($0.42)

Net Earnings

($162)

($0.38)

*

Tax

adjustments

include

a

non-cash

charge

of

$32

million

to

reduce

deferred

tax

assets

related

to

post-retirement

prescription

drug

coverage

(Medicare

Part

D

reimbursements)

34

1Q10 EBITDA

before Special Items

1Q10 EBITDA

before Special Items

Operating

Profit

$ Million

D & A

$ Million

Tons

Thousand

EBITDA

per Ton

EBITDA

Margin

Industrial Packaging

North America

$18

$143

2,481

$65

9.1%

Europe

$24

$7

258

$120

12.6%

Printing Papers

North America

$70

$58

722

$177

18.7%

Western

Europe

$5

$5

68

$147

13.7%

Eastern Europe & Russia

$42

$14

241

$232

26.9%

Brazil

$11

$34

248

$181

19.8%

U.S. Market Pulp

($3)

$15

248

$48

7.6%

Consumer Packaging

U.S. Coated Paperboard

$3

$33

339

$106

9.8%

1

Excludes Recycling & Bag businesses; includes Saturating Kraft business

2

Includes Bleached Kraft business

3

Excludes Market Pulp

1

2

3

3

35

Operating Profits by Industry Segment

from Continuing Operations

Operating Profits by Industry Segment

from Continuing Operations

$ Million

1Q09

4Q09

1Q10

Industrial Packaging

$188

$84

$46

Printing Papers

$101

$139

$126

Consumer Packaging

$22

$49

$31

Distribution

($7)

$31

$21

Forest Products

$2

$18

$8

Operating Profit

$306

$321

$232

Net Interest Expense

($164)

($163)

($149)

Noncontrolling Interest / Equity Earnings Adjustment

$6

$4

$8

Corporate Items

($51)

($40)

($51)

Special Items

$421

($550)

($215)

Earnings (Loss) from continuing operations before

income taxes, equity earnings & noncontrolling interest

$518

($428)

($175)

Equity Earnings (Loss), net of taxes -

Ilim

($26)

$6

($3)

36

Geographic Business Segment Operating Results

from Continuing Operations before Special Items

Geographic Business Segment Operating Results

from Continuing Operations before Special Items

$ Million

Sales

Operating Profit

1Q09

4Q09

1Q10

1Q09

4Q09

1Q10

Industrial Packaging

North American

$1,885

$1,855

$1,890

$175

$68

$23

European

$240

$260

$245

$13

$17

$24

Asian

$55

$95

$85

$0

($1)

($1)

Printing Papers

North American

$705

$700

$685

$84

$70

$70

European

$325

$340

$315

$25

$46

$48

Brazilian

$170

$300

$225

$20

$33

$11

U.S. Market Pulp

$125

$160

$155

($28)

($11)

($3)

Asian

$0

$25

$25

$0

$1

$0

Consumer Packaging

North American

$530

$540

$550

$4

$22

($1)

European

$70

$85

$85

$14

$21

$20

Asian

$115

$160

$170

$4

$6

$12

Distribution

$1,590

$1,675

$1,580

($7)

$31

$21

Excludes Forest Products

37

Pre-Tax

$MM

Tax

$MM

Non-

controlling

Interest

$MM

Equity

Earnings

Net

Income

$MM

Estimated

Tax Rate

Average

Shares1

MM

Diluted

EPS²

Before Special Items

1Q10

$40

($13)

($9)

($2)

$16

32%

429

$0.04

Special Items

1Q10

($215)

$37

$0

$0

($178)

17%

429

($0.42)

Earnings

1Q10

($175)

$24

($9)

($2)

($162)

14%

429

($0.38)

2010 Earnings from Continuing Operations

2010 Earnings from Continuing Operations

1

Assuming dilution 

2

A reconciliation to GAAP EPS is available at www.internationalpaper.com under the Investors tab at Webcasts and Presentations

38

Earnings from continuing operations before special items

1Q10 vs. 1Q09 EPS

1Q10 vs. 1Q09 EPS

39

Industrial Packaging Earnings

1Q10 vs. 1Q09

Industrial Packaging Earnings

1Q10 vs. 1Q09

Earnings before special items

40

Printing Papers Earnings

1Q10 vs. 1Q09

Printing Papers Earnings

1Q10 vs. 1Q09

Earnings before special items

41

$ Million

1Q09

4Q09

1Q10

Sales

$170

$300

$225

Earnings

$20

$33

$11

EBITDA Margin

26%

23%

20%

IP Brazil results are reported in the Printing Papers segment

IP Brazil

IP Brazil

1Q10 vs. 4Q09

1Q10 vs. 1Q09

Business

Volume

Price /

Ton

Volume

Price /

Ton

Uncoated Freesheet

(22%)

$6

35%

($84)

Domestic

(23%)

($22)

(3%)

($92)

Export

(21%)

$25

85%

($78)

42

Consumer Packaging Earnings

1Q10 vs. 1Q09

Consumer Packaging Earnings

1Q10 vs. 1Q09

Earnings before special items

43

Total Cash Cost Components

1Q10

Total Cash Cost Components

1Q10

North American Mills Only

44

Global Input & Freight Costs by Input

$88 MM, or $0.14/Share Unfavorable vs. 1Q09

Global Input & Freight Costs by Input

$88 MM, or $0.14/Share Unfavorable vs. 1Q09

Input costs for continuing businesses

45

NYMEX Natural Gas closing prices

Index: Jan 2005 Natural Gas Costs = 100

Natural Gas Costs

27% Increase vs. 4Q09 Average Cost

Natural Gas Costs

27% Increase vs. 4Q09 Average Cost

46

Index: Jan 2005 Wood Costs = 100

U.S. Mill Wood Costs

14% Increase vs. 4Q09 Average Cost

U.S. Mill Wood Costs

14% Increase vs. 4Q09 Average Cost

Delivered cost to U.S. facilities

47

U.S. Old Corrugated Containers Costs

62% Increase vs. 4Q09 Average Cost

U.S. Old Corrugated Containers Costs

62% Increase vs. 4Q09 Average Cost

Index: Jan 2005 OCC Costs = 100

2005-2007 represents WY PKG delivered costs; 2008-2009 represents delivered costs to the integrated system

48

U.S. Fuel Oil

Flat vs. 4Q09 Average Cost

U.S. Fuel Oil

Flat vs. 4Q09 Average Cost

Index: Jan 2006 Fuel Oil Costs = 100

WTI Crude prices

49

2010 Global Consumption

Annual Purchase Estimates for Key Inputs

2010 Global Consumption

Annual Purchase Estimates for Key Inputs

Does not include Asian or Ilim consumption

Estimates are based on normal operations and may be impacted by downtime

Commodity

U. S.

Non –

U. S.

Energy

Natural Gas (MM BTUs)

42,000,000

13,000,000

Fuel Oil (Barrels)

1,500,000

500,000

Coal (Tons)

860,000

260,000

Fiber

Wood (Tons)

44,200,000

8,800,000

Old Corrugated Containers (Tons)

3,000,000

310,000

Chemicals

Caustic Soda (Tons)

250,000

70,000

Starch (Tons)

394,000

96,000

Sodium Chlorate (Tons)

180,000

40,000

LD Polyethylene (Tons)

39,000

-

Latex (Tons)

22,000

4,000