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 3, 2005
(Date of Report)
February 1, 2005
(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 (Commission File Number) (IRS Employer
of incorporation) Identification No.)
400 Atlantic Street
Stamford, Connecticut 06921
(Address and zip code of principal executive offices)
(203) 541-8000
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 February 3, 2005 International Paper Company issued a press release reporting
earnings for the fourth quarter of 2004 and held a webcast and a 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 4.02(a) NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW
On February 1, 2005, the Company determined that it would need to restate its
third quarter 2004 financial statements to adjust its estimated net loss from
discontinued operations relating to the sale of Weldwood of Canada Ltd.
("Weldwood"). The adjustment, which represented a $79 million decrease in the
loss (from $757 million to $678 million), was due to the impact of cumulative
currency translation adjustments that were not included in the loss estimate
that was reported in the original filing on November 9, 2004. This adjustment is
reflected in the Company's Form 10-Q/A filed with the SEC on February 3, 2005,
following management's discussion with Deloitte & Touche LLP, the Company's
independent registered public accounting firm.
Detection of the error in the third quarter calculation of the estimated loss
resulted from the Company's existing year-end internal control procedures. Those
year-end procedures were supplemented in the fourth quarter with the
implementation of enhanced quarterly and year-end review procedures for any
significant non-routine transactions. These enhanced processes were implemented
pursuant to Section 404 of Sarbanes-Oxley.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1: Press release of International Paper Company, dated February 3,
2005.
Exhibit 99.2: Slides of International Paper Company, dated February 3, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL PAPER COMPANY
(Registrant)
By: /s/ Andrea L. Dulberg
----------------------------
Name: Andrea L. Dulberg
Title: Assistant Secretary
Date: February 3, 2005
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EXHIBIT INDEX
Exhibit 99.1: Press release of International Paper Company, dated February 3,
2005.
Exhibit 99.2: Slides of International Paper Company, dated February 3, 2005.
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