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Paper, Packaging and Distribution PAPER, PACKAGING AND DISTRIBUTION www.internationalpaper.com Listed on the New York Stock Exchange Equal Opportunity Employer (M/F/D/V) 69319 Covers.indd 1 3/3/09 12:27:28 PM 2008 Highlights & Achievements International Paper Board of Directors Generated the best free cash flow in IP history – despite significant input cost increases – by operating well, managing working capital and Successfully completed the decreasing capital spending construction and early start-up of a coated paperboard machine as part of our joint venture with Sun Completed the acquisition of Paper in Asia Weyerhaeuser's industrial packaging business and exceeded the 2008 synergies target Secured new business and gained share with key customers in paper, packaging and distribution Delivered our second-best earnings per share since 2000 and achieved record earnings in our North Accomplished a major company- American printing papers business, wide safety milestone both before special items Completed the first year of our Russian joint venture with Ilim Group Front row, from left, Samir G. Gibara, retired chairman and chief executive officer, The Goodyear Tire & Rubber Co.; John V. Faraci, chairman and chief executive officer, International Paper Co.; and Donald F. McHenry, distinguished professor of diplomacy, Georgetown University, and former U.S. ambassador to the United Nations (retired Dec. 31, 2008). Middle row, from left, Stacey J. Mobley, senior counsel, Dickstein Shapiro LLP; Lynn Laverty Elsenhans, chairman, chief executive officer and president, Sunoco Inc.; David J. Bronczek, president and chief executive officer, FedEx Express; and Martha F. Brooks, president and chief operating officer, Novelis Inc. Back row, from left, Alberto Weisser, chairman and chief executive officer, Bunge Ltd.; John L. Townsend III, OVER THE PAST THREE YEARS, International Paper has made significant former managing director, Goldman Sachs & Co.; William G. Walter, chairman, president and chief executive progress as we’ve reshaped ourselves as a global paper and packaging officer, FMC Corp.; J. Steven Whisler, retired chairman and chief executive officer, Phelps Dodge Corp.; and company, become more focused and lower cost, and achieved better John F. Turner, former assistant secretary of state, Oceans and International and Scientific Affairs. global balance. In 2008, we continued to make progress toward becoming a stronger and more competitive company even as we navigated through a severe economic downturn. Global Headquarters: Global Offices: 6400 Poplar Avenue International Paper Europe International Paper do Brasil International Paper Asia Memphis, TN 38197 Middle East and Africa Avenida Paulista, 37 14º andar Room 3006, K. Wah Center 1-901-419-9000 Chaussée de la Hulpe, 166 01311-902 São Paulo SP, Brazil 1010 Huaihai Zhong Road 1170 Brussels, Belgium 55-11-3797-5797 Shanghai, 200031 32-2-774-1211 P. R. China 86-21-6113-3200 69319 Covers.indd 2 3/3/09 12:28:14 PM UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) È Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2008 or ‘ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 1-3157 INTERNATIONAL PAPER COMPANY (Exact name of registrant as specified in its charter) New York 13-0872805 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 6400 Poplar Avenue Memphis, Tennessee (Address of principal executive offices) 38197 (Zip Code) Registrant’s telephone number, including area code: (901) 419-7000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $1 per share par value New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Secu- rities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (paragraph 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting com- pany” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È The aggregate market value of the Company’s outstanding common stock held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2008) was approximately $9,887,280,215. The number of shares outstanding of the Company’s common stock, as of February 20, 2009 was 427,766,394. Documents incorporated by reference: Portions of the registrant’s proxy statement filed within 120 days of the close of the registrant’s fiscal year in connection with registrant’s 2009 annual meeting of shareholders are incorporated by reference into Parts III and IV of this Form 10-K. INTERNATIONAL PAPER COMPANY INDEX TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008 PART I. ITEM 1. BUSINESS. General 1 Financial Information Concerning Industry Segments 1 Financial Information About International and U.S. Operations 1 Competition and Costs 2 Marketing and Distribution 2 Description of Principal Products 2 Sales Volumes by Product 3 Research and Development 4 Environmental Protection 4 Employees 4 Executive Officers of the Registrant 4 Raw Materials 6 Forward-looking Statements 6 ITEM 1A. RISK FACTORS. 6 ITEM 1B. UNRESOLVED STAFF COMMENTS. 9 ITEM 2. PROPERTIES. Forestlands 9 Mills and Plants 9 Capital Investments and Dispositions 9 ITEM 3. LEGAL PROCEEDINGS. 9 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 9 PART II. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 10 ITEM 6. SELECTED FINANCIAL DATA. 12 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Executive Summary 16 Corporate Overview 18 Results of Operations 19 Description of Industry Segments 25 Industry Segment Results 27 Liquidity and Capital Resources 32 Critical Accounting Policies 38 Significant Accounting Estimates 39 Income Taxes 41 Recent Accounting Developments 42 Legal Proceedings 44 Effect of Inflation 45 Foreign Currency Effects 45 Market Risk 45 i INTERNATIONAL PAPER COMPANY INDEX TO ANNUAL REPORT ON FORM 10-K (Continued) FOR THE YEAR ENDED DECEMBER 31, 2008 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 46 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Financial Information by Industry Segment and Geographic Area 47 Report of Management on Financial Statements, Internal Controls over Financial Reporting and Internal Control Environment and Board of Directors Oversight 49 Reports of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 51 Consolidated Statement of Operations 53 Consolidated Balance Sheet 54 Consolidated Statement of Cash Flows 55 Consolidated Statement of Changes in Common Shareholders’ Equity 56 Notes to Consolidated Financial Statements 57 Interim Financial Results (Unaudited) 94 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 96 ITEM 9A. CONTROLS AND PROCEDURES. 96 ITEM 9B. OTHER INFORMATION. 98 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 98 ITEM 11. EXECUTIVE COMPENSATION. 98 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 98 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 98 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 99 PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. Additional Financial Data 99 Report of Independent Registered Public Accounting Firm on Financial Statement Schedule 104 Schedule II – Valuation and Qualifying Accounts 105 SIGNATURES 106 APPENDIX I 2008 LISTING OF FACILITIES A-1 APPENDIX II 2008 CAPACITY INFORMATION A-4 ii PART I. mergers and acquisitions. These expenditures reflect our continuing efforts to improve product quality ITEM 1. BUSINESS and environmental performance, as well as lower GENERAL costs, maintain reliability of operations and improve forestlands. Capital spending for continuing oper- International Paper Company (the “Company” or ations in 2008 was approximately $1.0 billion and is “International Paper,” which may also be referred to expected to be approximately $700 million in 2009. as “we” or “us”) is a global paper and packaging You can find more information about capital company that is complemented by an extensive expenditures on page 33 of Item 7. Management’s North American merchant distribution system, with Discussion and Analysis of Financial Condition and primary markets and manufacturing operations in Results of Operations. North America, Europe, Latin America, Russia, Asia and North Africa.
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