Item 2.06. Material Impairments.

Subsequent to the date the Company completed its annual goodwill impairment testing, the Company's market capitalization declined through December 31, 2008. The Company determined that this decline, and the deterioration during the fourth quarter in economic conditions, represented indicators that required interim testing at year end for possible goodwill impairment.

On February 23, 2009, based on additional work performed to date, management determined that it was probable that all of the $1.3 billion of recorded goodwill for the U.S. Printing Papers business would be impaired when final testing is completed. Accordingly, an additional non-cash goodwill impairment charge of $1.3 billion was recorded as a charge to operating results for the year ended December 31, 2008. Due to the complexity of the business involved, it is expected that testing will be finalized by the end of the first quarter of 2009.

Our Annual Report on Form 10-K for the year ended December 31, 2008 reflects the effect of this additional fourth quarter charge.

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