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

Date of Report: February 2, 2006

Date of Earliest Event Reported: February 2, 2006

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.)

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 2, 2006 International Paper Company issued a press release reporting preliminary earnings for the fourth quarter and full-year 2005 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 9.01. FINANCIAL STATEMENTS, FINANCIAL INFORMATION AND EXHIBITS

(c) Exhibits

Exhibit 99.1	Press release of International Paper Company, dated February 2, 2006
Exhibit 99.2	Slides of International Paper Company, dated February 2, 2006

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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 2, 2006

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EXHIBIT INDEX

Exhibit 99.1	Press Release of International Paper Company, dated February 2, 2006
Exhibit 99.2	Slides of International Paper Company, dated February 2, 2006

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EX-99.1

Exhibit 99.1

INTERNATIONAL PAPER PLAZA

400 ATLANTIC STREET

STAMFORD, CT 06921

News Release

International Paper Reports Preliminary 2005 Net Earnings of $2.21 Per Share

Earnings Impacted by High Input Costs

• Earnings from continuing operations and before special items for the fourth quarter of 2005 were $0.12 per share versus $0.42 per share in the 2004 fourth quarter and $0.29 per share in the third quarter 2005.

• 2005 full-year earnings from continuing operations and before special items totaled $1.08 per share, versus $1.26 per share in 2004.

• Quarterly net sales increased to $6.1 billion, from $6.0 billion in fourth quarter 2004, and annual sales increased to $24.1 billion in 2005 versus $23.4 billion in 2004.

STAMFORD, Conn. – Feb. 2, 2006 – International Paper (NYSE: IP) today reported full-year 2005 net earnings of $1.1 billion ($2.21 per share) compared with a loss of $35 million ($0.07 per share) in 2004. The company posted a fourth quarter 2005 net loss of $77 million ($0.16 per share) compared with earnings of $169 million ($0.35 per share) in the fourth quarter of 2004 and $1.0 billion ($2.03 per share) in the third quarter of 2005. The above amounts include the effects of special items in all periods.

Diluted Earnings per Share Summary

	Fourth Quarter 2005			Fourth Quarter 2004			Third Quarter 2005			Full Year 2005			Full Year 2004
Net Earnings (Loss)	$	(0.16	)	$	0.35		$	2.03		$	2.21		$	(0.07	)
Add Back: Loss (Income) from Discontinued Operations:		(0.01	)		(0.03	)		(0.55	)		(0.47	)		1.00
Earnings (Loss) from Continuing Operations		(0.17	)		0.32			1.48			1.74			0.93
Add Back: Net Special Items Expense (Income)		0.29			0.10			(1.19	)		(0.66	)		0.33
Earnings from Continuing Operations and Before Special Items	$	0.12		$	0.42		$	0.29		$	1.08		$	1.26

Full-year 2005 earnings from continuing operations and before special items were $524 million ($1.08 per share), compared with $618 million ($1.26 per share) for the 2004 full year. Earnings from continuing operations and before special items in the 2005 fourth quarter were $58 million ($0.12 per share), compared with $205 million ($0.42 per share) in the fourth quarter of 2004 and $139 million ($0.29 per share) in the third quarter of 2005.

Net sales increased in both the 2005 fourth quarter and full year. Fourth-quarter net sales rose to $6.1 billion from $6.0 billion in both the fourth quarter of 2004 and the third quarter 2005. Full-year 2005 net sales were $24.1 billion compared with $23.4 billion in 2004.

Operating profits of $397 million for the 2005 fourth quarter were lower than third-quarter 2005 operating profits of $489 million, mainly because of high input costs. Full-year 2005 operating profits were $1.9 billion versus $2.0 billion in 2004.

“Input costs skyrocketed in the fourth quarter, especially in October and November,” said John Faraci, IP chairman and chief executive officer. “They were above the already high year-to-date levels – this put a big dent in our margins. Volumes, however, were better than we expected in the fourth quarter, especially in containerboard and printing papers.

“For 2005 in total, high costs for energy, wood and other raw materials had a $585 million negative impact on earnings versus 2004 – that’s about $0.87 per share. Volumes were also down in 2005, despite some fourth-quarter upturn. We took a significant amount of lack-of-order downtime in the year, including the closure of the Ft. Madison, Iowa, medium mill in third quarter and the permanent shutdown of three uncoated freesheet machines in the fourth quarter,” Faraci said. “The good news is that we were able to partially offset some of the negative impacts through operational improvements and year-over-year pricing improvements. So while our results aren’t yet where they need to be, we are taking the right steps to generate improved results long term.”

Commenting on the first quarter of 2006, Faraci said, “We expect first quarter results to be flat with fourth quarter, with somewhat lower earnings from land sales. While natural gas prices are trending down, costs for chemicals and fuel oil are trending up from already high levels in fourth quarter, so we expect overall input costs to be about flat. Given this continued cost pressure, operational improvement remains a priority. We expect volumes to be seasonally slow early in the quarter, with some pick-up in March. However, I feel good about the dynamics of what’s happening in our businesses right now, as we gained some price momentum late in the fourth quarter that we expect will carry into first quarter, particularly in our printing papers and packaging businesses.”

SEGMENT INFORMATION

Fourth-quarter segment operating profits and business trends compared with the third quarter 2005 are as follows:

Printing Papers operating profits for the fourth quarter of 2005 were $88 million, compared with $132 million in the prior quarter. Operations were solid in the quarter. The decline in earnings was predominantly because of high input costs. Price realizations were flat in North America, down in pulp, but trending up slightly in Europe. Uncoated paper volumes increased in the quarter, while coated paper volumes experienced some seasonal slowdown.

The Industrial Packaging Business reported $11 million in operating profits in fourth quarter, compared with $33 million in the 2005 third quarter. Containerboard volumes increased and pricing was flat overall, with some improved price realizations late in the quarter; however, the gains were more than offset by higher input costs, lower box prices and higher Container Business operating costs.

Consumer Packaging operating profits totaled $21 million in the fourth quarter of 2005, compared with $37 million in the third quarter. Lack-of-order downtime and high input costs negatively impacted Bleached Board, which more than offset strong performance in Shorewood Packaging, and higher earnings in Foodservice.

The company’s distribution business, primarily xpedx, showed operating profits of $25 million, up from $23 million in the third quarter, on the strength of improved margins. Volumes were flat.

Forest Products operating profits decreased slightly in fourth quarter to $257 million from $272 million in the third quarter. Prices for lumber fell over the quarter, reflecting seasonal slowness in the market. Earnings from land sales were $179 million, slightly lower than third quarter’s $190 million.

Net corporate expenses of $167 million in the 2005 fourth quarter were up from $142 million in the 2005 third quarter, reflecting increases in benefit-related accruals and environmental reserves, and $156 million in the 2004 fourth quarter, reflecting higher pension and supply chain initiative costs. Other corporate overhead costs continued to trend downward.

DISCONTINUED OPERATIONS

Discontinued operations amounts reflect income and losses related to the company’s interests in Carter Holt Harvey Limited sold in the third quarter of 2005 and Weldwood of Canada, Ltd. sold in the third quarter of 2004.

EFFECTIVE TAX RATE

The effective tax rate, excluding special items and discontinued operations, was 22 percent for the fourth quarter of 2005, compared with 33 percent in the prior quarter. The 2005 full-year tax rate was 27.5 percent, compared with 26 percent in 2004.

EFFECTS OF SPECIAL ITEMS

Special items in the fourth quarter included a pretax charge of $233 million ($143 million after taxes) for restructuring charges and other charges, a pretax charge of $46 million ($30 million after taxes) for adjustments of estimated losses on businesses sold or held for sale, a $35 million pretax credit ($21 million after taxes) for insurance recoveries related to the hardboard siding and roofing litigation, and a $1 million credit for changes to previously provided reserves. The $233 million restructuring and other charge included $199 million ($123 million after taxes) for organizational restructuring charges associated with the company’s previously announced transformation plan, a $27 million charge ($16 million after taxes) for legal reserves, and a $7 million charge ($4 million after taxes) for losses on early debt extinguishment. In addition, an

$11 million net income tax benefit was recorded in the quarter, reflecting a $74 million favorable adjustment from the finalization of the company’s 1997 through 2000 U.S. federal income tax audit, a $43 million provision for deferred taxes related to earnings being repatriated under the American Jobs Creation Act of 2004, and $20 million of other tax charges. The net after-tax effect of all of these special items was a charge of $0.29 per share.

Special items in the third quarter included a pretax charge of $70 million ($48 million after taxes) for organizational restructuring charges and losses on debt extinguishment, a pretax credit of $188 million ($109 million after taxes) for insurance recoveries related to the hardboard siding and roofing litigation, a $5 million pretax charge ($3 million after taxes) for adjustments of losses on businesses previously sold, and a $3 million pretax credit ($2 million after taxes) for the net adjustment of previously provided reserves. In addition, a $517 million income tax benefit was recorded, principally as a result of an agreement reached with the U.S. Internal Revenue Service concerning the 1997 through 2000 U.S. federal income tax audit. Net interest expense also includes a $43 million pretax credit ($26 million after taxes) relating to this agreement. The net after-tax effect of all of these special items was a credit of $1.19 per share.

Special items in the 2004 fourth quarter included a charge of $79 million ($64 million after taxes) for estimated losses on sales and impairments of businesses held for sale, a charge of $13 million before taxes ($8 million after taxes) for restructuring and other costs, a pre-tax credit of $20 million ($12 million after taxes) for insurance recoveries related to the hardboard siding and roofing litigation, and a $17 million credit ($11 million after taxes) for the net reversal of restructuring and realignment of reserves no longer required. The $13 million charge for restructuring and other costs included $10 million ($6 million after taxes) for legal reserves and $3 million ($2 million after taxes) for losses on early extinguishment of debt. The net after-tax effect of all of these special items was expense of $0.10 per share.

EARNINGS WEBCAST

The company will host a webcast to discuss earnings and current market conditions at 10 a.m. EST today. All interested parties are invited to listen to the webcast via the company’s Internet site at http://www.internationalpaper.com by clicking on the Investor tab and going to the Presentations page. A replay of the webcast will also be on the Web site beginning at approximately noon EST. Parties who wish to participate in the webcast via teleconference may dial (706) 679-8242 or, within the U.S. only, (877) 316-2541 and ask to be connected to International Paper’s 4Q 2005 Earnings Call. The conference ID number is 4067316. Participants should call in no later than 9:45 a.m. EST. An audio-only replay will be available for four weeks following the call. To access the replay, dial (706) 645-9291 or, within the U.S. only, (800) 642-1687, and when prompted for the conference ID, enter 4067316.

Headquartered in the United States, International Paper (http://www.internationalpaper.com) is the world’s largest paper and forest products company. Businesses include paper, packaging, and forest products. As one of the largest private forest landowners in the world, the company manages its forests under the principles of the Sustainable Forestry Initiative^® (SFI) program, a system that ensures the continual planting, growing and harvesting of trees while protecting wildlife, plants, soil, air and water quality.

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) market and economic

factors, including changes in the cost or availability of raw materials and energy, competition, demand and pricing for the Company’s products, the level of housing starts, changes in international economic conditions, specifically in Brazil, Russia, Poland and China, changes in currency exchange rates, changes in credit ratings issued by nationally recognized statistical rating organizations, pension and healthcare costs and natural disasters, such as hurricanes, (ii) the Company’s transformation plan, including the ability to accomplish the transformation plan, the impact of the plan on the Company’s relationship with its employees, customers and vendors and the ability to realize anticipated profit improvement from the plan, and (iii) results of legal proceedings and compliance costs, including unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations and the uncertainty of the costs and other effects of pending litigation. 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.

# # #

Media Contacts:	Amy J. Sawyer, 203-541-8308
Investor Contacts:	Darial Sneed, 203-541-8541
	Brian Turcotte, 203-541-8632

INTERNATIONAL PAPER COMPANY

Consolidated Statement of Earnings

Preliminary and Unaudited

(In millions, except per share amounts)

	Three Months Ended December 31,						Three Months Ended September 30, 2005			Twelve Months Ended December 31,
	2005			2004						2005			2004
Net Sales	$	6,134		$	6,017		$	6,036		$	24,097		$	23,359
Costs and Expenses
Cost of products sold		4,726			4,414			4,532			18,139			17,225
Selling and administrative expenses		456			512			463			1,876			1,935
Depreciation, amortization and cost of timber harvested		361			354			342			1,376			1,357
Distribution expenses		305			262			264			1,087			1,026
Taxes other than payroll and income taxes		57			57			59			233			236
Restructuring and other charges		233	(a)		13	(d)		70	(f)		358	(j)		166	(n)
Insurance Recoveries		(35	)		(20	)		(188	)		(258	)		(123	)
Net losses (gains) on sales and impairments of businesses held for sale		46			79			5			111			139
Reversal of reserves no longer required, net		(1	)		(17	)		(3	)		(4	)		(36	)
Interest expense, net		151			169			120	(g)		593	(k)		710
Earnings (Loss) From Continuing Operations Before Income Taxes and Minority Interest		(165	)		194			372			586			724
Income tax provision (benefit)		(87	)(b)		33			(373	)(h)		(285	)(l)		242	(o)
Minority interest expense, net of taxes		4			5			3			12			26
Earnings (Loss) From Continuing Operations		(82	)(a,b)		156	(d)		742	(f-h)		859	(j-l)		456	(n,o)
Discontinued Operation, net of taxes and minority interest		5	(c)		13	(e)		281	(i)		241	(m)		(491	)(p)
Net Earnings (Loss)	$	(77	)(a-c)	$	169	(d,e)	$	1,023	(f-i)	$	1,100	(j-m)	$	(35	)(n-p)
Basic Earnings Per Common Share
Earnings (Loss) from continuing operations	$	(0.17	)(a,b)	$	0.32	(d)	$	1.53	(f-h)	$	1.77	(j-l)	$	0.94	(n,o)
Discontinued operation		0.01	(c)		0.03	(e)		0.58	(i)		0.49	(m)		(1.01	)(p)
Net earnings (loss)	$	(0.16	)(a-c)	$	0.35	(d,e)	$	2.11	(f-i)	$	2.26	(j-m)	$	(0.07	)(n-p)
Diluted Earnings Per Common Share
Earnings (Loss) from continuing operations	$	(0.17	)(a,b)	$	0.32	(d)	$	1.48	(f-h)	$	1.74	(j-l)	$	0.93	(n,o)
Discontinued operation		0.01	(c)		0.03	(e)		0.55	(i)		0.47	(m)		(1.00	)(p)
Net earnings (loss)	$	(0.16	)(a-c)	$	0.35	(d,e)	$	2.03	(f-i)	$	2.21	(j-m)	$	(0.07	)(n-p)
Average Shares of Common Stock Outstanding - Diluted		486.0			488.9			507.1			509.7			488.4
Cash Dividends Per Common Share	$	0.25		$	0.25		$	0.25		$	1.00		$	1.00

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The accompanying notes are an integral part of these financial statements.

(a) Includes $199 million ($123 million after taxes) for organizational restructuring charges associated with the company’s previously announced transformation plan, a $27 million charge ($16 million after taxes) for legal reserves, and a $7 million charge ($4 million after taxes) for losses on early debt extinguishment.

(b) Includes an $11 million net income tax benefit reflecting a $74 million favorable adjustment from the finalization of the company’s 1997 through 2000 U.S. federal income tax audit, a $43 million provision for deferred taxes related to earnings repatriated under the American Jobs Creation Act of 2004, and $20 million of other tax charges.

(c) Includes an $11 million pre-tax gain ($5 million after taxes) for adjustments related to Weldwood of Canada, Ltd. and Carter Holt Harvey Ltd.

(d) Includes a charge of $10 million ($6 million after taxes) for legal reserves and a charge of $3 million ($2 million after taxes) for losses on early extinguishment of debt.

(e) Includes the net income of Weldwood of Canada, Ltd. and Carter Holt Harvey Ltd. prior to their sales in the fourth quarter of 2004 and the third quarter of 2005, respectively, and a credit of $5 million after taxes related to the loss on the sale of Weldwood of Canada, Ltd.

(f) Includes a charge of $44 million before taxes ($32 million after taxes) for organizational restructuring charges, and a charge of $26 million before taxes ($16 million after taxes) for early extinguishment of debt.

(g) Includes interest income of $43 million before taxes ($26 million after taxes) related to a favorable tax audit agreement.

(h) Includes a $517 million reduction in the income tax provision, principally as a result of an agreement reached with the U.S. Internal Revenue Service concerning the 1997 through 2000 U.S. federal income tax audit.

(i) Includes a $29 million pre-tax gain ($361 million after taxes) from the sale of IP’s interest in Carter Holt Harvey Limited, plus CHH operating income prior to the sale.

(j) Includes $57 million ($35 million after taxes) for losses on early debt extinguishment, $274 million ($174 million after taxes) for organizational restructuring and other charges principally associated with the company’s previously announced transformation plan, and a $27 million charge ($16 million after taxes) for legal reserves.

(k) Includes interest income of $43 million before taxes ($26 million after taxes) related to a favorable tax audit agreement, and interest income of $11 million before taxes ($7 million after taxes) from the collection of a note receivable from the 2001 sale of the Flexible Packaging business.

(l) Includes a $446 million reduction in the income tax provision, including a reduction of $627 million as a result of an agreement reached with the U.S. Internal Revenue Service concerning the 1997 through 2000 U.S. federal income tax audit, a $142 million charge for deferred taxes related to earnings repatriations under the American Jobs Creation Act of 2004, and $39 million of other tax charges.

(m) Includes the net income of Carter Holt Harvey Ltd. prior to its sale, a $29 million pre-tax gain ($361 million after taxes) from the sale of IP’s interest in Carter Holt Harvey Ltd. in the third quarter of 2005, and an $11 million pre-tax gain ($5 million after taxes) for adjustments related to the sales of Weldwood of Canada, Ltd. and Carter Holt Harvey Ltd.

(n) Includes a charge of $64 million ($40 million after taxes) for organizational restructuring programs, $92 million ($57 million after taxes) for losses on early extinguishment of debt and a charge of $10 million ($6 million after taxes) for legal settlements.

(o) Includes a $32 million net increase in the income tax provision reflecting an adjustment of deferred tax balances.

(p) Includes the net income of Weldwood of Canada, Ltd. and Carter Holt Harvey Ltd. prior to their sales in the fourth quarter of 2004 and the third quarter of 2005, respectively; a $711 million after-tax charge to write down the net assets of Weldwood of Canada, Ltd. to their estimated net realizable value; and a gain on the sale of the Carter Holt Harvey tissue business of $267 million ($90 million after taxes and minority interest).

International Paper

Reconciliation of Earnings Before

Special Items to Net Earnings (Loss)

Preliminary and Unaudited

(In millions except for per share amounts)

	Three Months Ended December 31,						Three Months Ended September 30, 2005			Twelve Months Ended December 31,
	2005			2004						2005			2004
Earnings Before Special Items	$	58		$	205		$	139		$	524		$	618
Restructuring and other charges		(143	)		(8	)		(48	)		(225	)		(103	)
Insurance recoveries		21			12			109			151			76
Reversals of reserves no longer required		1			11			2			3			22
Net gains (losses) on sales and impairments of businesses held for sale		(30	)		(64	)		(3	)		(73	)		(125	)
Interest income		—			—			26			33			—
Income tax adjustments		11			—			517			446			(32	)
Earnings (Loss) from Continuing Operations		(82	)		156			742			859			456
Discontinued Operations		5			13			281			241			(491	)
Net Earnings (Loss) as Reported	$	(77	)	$	169		$	1,023		$	1,100		$	(35	)

	Three Months Ended December 31,						Three Months Ended September 30, 2005			Twelve Months Ended December 31,
	2005			2004						2005			2004
Diluted Earnings per Common Share:
Earnings Per Share Before Special Items	$	0.12		$	0.42		$	0.29		$	1.08		$	1.26
Restructuring and other charges		(0.29	)		(0.02	)		(0.09	)		(0.44	)		(0.22	)
Insurance recoveries		0.04			0.02			0.21			0.30			0.16
Reversal of reserves no longer required		—			0.02			—			—			0.05
Net gains (losses) on sales and impairments of businesses held for sale		(0.06	)		(0.12	)		—			(0.14	)		(0.26	)
Interest income		—			—			0.05			0.06			—
Income tax adjustments		0.02			—			1.02			0.88			(0.06	)
Earnings (Loss) Per Common Share from Continuing Operations		(0.17	)		0.32			1.48			1.74			0.93
Discontinued Operations		0.01			0.03			0.55			0.47			(1.00	)
Diluted Earnings (Loss) per Common Share	$	(0.16	)	$	0.35		$	2.03		$	2.21		$	(0.07	)

Notes:

(1) The company calculates Earnings Before Special Items by excluding the after-tax effect of the adoption of new accounting standards and items considered by management to be unusual from the net earnings (loss) 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 (loss) 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 reflects a the inclusion of contingently convertible securities in the computation.

(3) Since the basic and diluted earnings per share are computed independently for each period, nine-month per share amounts may not equal the sum of the respective quarters.

International Paper

Sales and Earnings by Industry Segment

Preliminary and Unaudited

(In Millions)

Sales by Industry Segment

	Three Months Ended Dec 31,						Three Months Ended Sept 30, 2005			Twelve Months Ended Dec 31,
	2005			2004 (1)						2005			2004 (1)
Printing Papers	$	2,010		$	1,985		$	1,970		$	7,860		$	7,670
Industrial Packaging (2)		1,180			1,295			1,115			4,830			4,830
Consumer Packaging (2)		730			685			685			2,695			2,605
Distribution		1,635			1,550			1,645			6,380			6,065
Forest Products		660			570			700			2,575			2,395
Other Businesses (3)		190			260			220			915			1,120
Less: Intersegment Sales		(271	)		(328	)		(299	)		(1,158	)		(1,326	)
	$	6,134		$	6,017		$	6,036		$	24,097		$	23,359

Earnings by Industry Segment

	Three Months Ended Dec 31,						Three Months Ended Sept 30, 2005			Twelve Months Ended Dec 31,
	2005			2004 (1)						2005			2004 (1)
Printing Papers	$	88		$	196		$	132	(5)	$	552	(5,7)	$	581
Industrial Packaging (2)		11			131			33	(5)		234	(5)		380
Consumer Packaging (2)		21			39			37	(5)		122	(5)		161	(9)
Distribution		25			22			23			84			87
Forest Products		257			176			272	(5)		927	(5,7)		793
Other Businesses (3)		(5	)		7			(8	)(5)		4	(5)		38
Operating Profit		397			571			489			1,923			2,040
Interest expense, net		(151	)		(169	)		(120	)(6)		(593	)(6,8)		(710	)
Minority interest (4)		(1	)		3			—			—			5
Corporate items, net		(167	)		(156	)		(142	)		(597	)		(469	)
Restructuring and other charges		(233	)		(13	)		(41	)		(298	)		(166	)
Insurance Recoveries		35			20			188			258			123
Net gains (losses) on sales and impairments of businesses held for sale		(46	)		(79	)		(5	)		(111	)		(135	)
Reversal of reserves no longer required		1			17			3			4			36
Earnings (Loss) from continuing operations before income taxes and minority interest	$	(165	)	$	194		$	372		$	586		$	724

(1) Prior-year industry information has been restated to conform to 2005 management structure.

(2) Beginning with the 2005 first quarter, Industrial Packaging and Consumer Packaging are reported as separate industry segments. Prior-period segment information has been restated to reflect this presentation.

(3) Includes Arizona Chemical, European Distribution and certain smaller businesses.

(4) 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 minority interest for these subsidiaries is added here to present consolidated earnings before income taxes and minority interest.

(5) Includes 2005 third quarter special charges of $6 million before taxes in the Printing Papers segment for severance charges related to the indefinite shutdown of three U.S. paper machines, $3 million before taxes in the Printing Papers segment and $1 million before taxes in the Consumer Packaging segment for environmental reserves, $4 million before taxes in the Industrial Packaging segment related to adjust reserves previously provided, $2 million before taxes in the Forest Products segment for costs associated with relocating the headquarters to Memphis, TN from Savannah, GA, and $13 million before taxes in the Other Businesses segment related to a plant shutdown.

(6) Includes interest income of $43 million before taxes related to a favorable tax audit adjustment.

(7) Includes 2005 second quarter special charges of $17 million before taxes in the Printing Papers segment for severance and other charges related to the indefinite shutdown of three U.S. paper machines, and $14 million before taxes in the Forest Resources segment for 2005 second quarter costs associated with relocating the Forest Products headquarters to Memphis, TN from Savannah, GA.

(8) Includes interest income of $11 million before taxes from the collection of a note receivable from the 2001 sale of the Flexible Packaging business.

(9) Includes a 2004 second quarter estimated loss on the sale of Food Pack S.A. of $4 million before taxes.

International Paper

Sales Volumes by Product (1) (2)

Preliminary and Unaudited

International Paper Consolidated

	Three Months Ended Dec 31,		Three Months Ended Sept 30, 2005	Twelve Months Ended Dec 31,
	2005	2004		2005	2004
Printing Papers (In thousands of short tons)
Brazil Uncoated Papers	117	116	111	447	461
Europe & Russia Uncoated Papers and Bristols	360	373	342	1,419	1,409
U.S. Uncoated Papers and Bristols	1,064	1,126	1,041	4,261	4,614
Uncoated Papers and Bristols	1,541	1,615	1,494	6,127	6,484
Coated Papers	527	532	572	2,109	2,173
Market Pulp (3)	439	374	402	1,588	1,422
Packaging (In thousands of short tons)
Container of the Americas	767	768	752	3,061	2,821
European Container (Boxes)	279	282	262	1,073	1,049
Other Industrial and Consumer Packaging	253	268	264	1,041	1,064
Industrial and Consumer Packaging	1,299	1,318	1,278	5,175	4,934
Containerboard	562	461	467	1,937	2,090
Bleached Packaging Board	349	367	341	1,412	1,495
Kraft	152	137	155	608	605
Forest Products (In millions)
Panels (sq. ft. 3/8” – basis)	394	362	444	1,606	1,563
Lumber (board feet)	645	606	675	2,596	2,456

(1) Sales volumes include third party and inter-segment sales.

(2) Sales volumes for divested businesses are included through the date of sale, except for discontinued operations.

(3) Includes internal sales to mills.

International Paper Company

Consolidated Balance Sheet

Preliminary and Unaudited

(In Millions)

	December 31, 2005		September 30, 2005		December 31, 2004
Assets
Current Assets
Cash and temporary investments	$	1,641	$	1,092	$	2,180
Accounts and notes receivable, net		2,926		2,918		2,743
Inventories		2,434		2,427		2,371
Assets of businesses held for sale		14		57		4,729
Deferred income tax assets		64		389		410
Other current assets		117		180		153
Total Current Assets		7,196		7,063		12,586
Plants, Properties and Equipment, net		11,801		11,850		12,216
Forestlands		2,190		2,207		2,157
Investments		625		597		655
Goodwill		5,043		5,043		4,994
Deferred Charges and Other Assets		1,704		1,691		1,609
Total Assets	$	28,559	$	28,451	$	34,217
Liabilities and Common Shareholders’ Equity
Current Liabilities
Notes payable and current maturities of long-term debt	$	1,181	$	796	$	222
Liabilities of businesses held for sale		36		51		3,165
Accounts payable and accrued liabilities		3,624		3,516		3,947
Total Current Liabilities		4,841		4,363		7,334
Long-Term Debt		11,023		10,772		13,632
Deferred Income Taxes		490		1,287		1,118
Other Liabilities		3,699		2,959		3,691
Minority Interest		211		203		188
Common Shareholders’ Equity
Invested capital		5,123		5,496		5,692
Retained earnings		3,172		3,371		2,562
Total Common Shareholders’ Equity		8,295		8,867		8,254
Total Liabilities and Common Shareholders’ Equity	$	28,559	$	28,451	$	34,217

EX-99.2

Fourth Quarter

2005 Review

February 2, 2006

Fourth Quarter

2005 Review

February 2, 2006

John V. Faraci

Chairman & CEO

Marianne M. Parrs

EVP & CFO

John V. Faraci

Chairman & CEO

Marianne M. Parrs

EVP & CFO

Exhibit 99.2

2

Forward-Looking Statements

These

slides

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)

market

and

economic

factors, including changes in the cost or availability of raw materials and energy,

competition, demand and pricing for the Company's products, the level of housing starts,

changes in international economic conditions, specifically in Brazil, Russia, Poland and

China, changes in currency exchange rates, changes in credit ratings issued by

nationally recognized statistical rating organizations, pension and healthcare costs and

natural disasters, such as hurricanes, (ii) the Company's transformation plan, including

the

ability

to

accomplish

the

transformation

plan,

the

impact

of

the

plan

on

the

Company's

relationship

with

its

employees,

customers

and

vendors

and

the

ability

to

realize anticipated profit improvement from the plan, and (iii) results of legal proceedings

and compliance costs, including unanticipated expenditures related to the cost of

compliance

with

environmental

and

other

governmental

regulations

and

the

uncertainty

of

the

costs

and

other

effects

of

pending

litigation.

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

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 www.internationalpaper.com

under

Investors.

Statements Relating to

Non-GAAP Financial Measures

4

Agenda

Fourth Quarter 2005 Review

First Quarter 2006 Outlook

Transformation Plan Update

Fourth Quarter 2005 Review

First Quarter 2006 Outlook

Transformation Plan Update

5

Fourth Quarter 2005 Summary

Volume increased in uncoated paper and

packaging

Pricing lower

overall, with improvement at

quarter end

Manufacturing operations performed well

Raw material costs skyrocketed to peak 2005

levels

Volume increased in uncoated paper and

packaging

Pricing lower

overall, with improvement at

quarter end

Manufacturing operations performed well

Raw material costs skyrocketed to peak 2005

levels

6

(700)

(600)

(500)

(400)

(300)

(200)

(100)

0

4Q'05 vs. 3Q'05

4Q'05 vs. 4Q'04

2005 vs. 2004

(700)

(600)

(500)

(400)

(300)

(200)

(100)

0

4Q'05 vs. 3Q'05

4Q'05 vs. 4Q'04

2005 vs. 2004

(585)

(199)

(95)

EBIT ($MM)

Energy

Wood

Caustic Soda

Other

Higher Raw Material Costs

EBIT impact by period

7

Higher Raw Material Costs

EBIT impact 2005 vs. 2002

(500)

(400)

(300)

(200)

(100)

0

(500)

(400)

(300)

(200)

(100)

0

Caustic

Soda

Energy

Other

EBIT ($MM)

(430)

(395)

(125)

(100)

Wood

Total of $1.1 billion or $1.60 per share

negative impact in 2005 versus 2002

8

Diluted EPS from Continuing Operations

and Before Special Items

*

A

reconciliation

to

GAAP

EPS

is

available

at

www.internationalpaper.com

under

Investors

.04

.12

.13

.15

.13

.33

.27

.29

.14

.20

.21

.14

.12

.41

.32

.42

.36

2001

2002

2003

2004

2005

1Q

1Q

3Q

1Q

3Q

2Q

4Q

2Q

4Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

.31

.29

3Q

4Q

.12

9

$0.00

$0.10

$0.20

$0.30

$0.40

3Q'05

Price

Volume /

Downtime

Cost / 

Mix

Raw

Material

Land

Sales

Corporate

Items

Tax

Interest

Other

4Q'05

4Q’05 vs. 3Q’05

EPS $ / Share

EPS from cont. ops before special items

$.29

$.08

($.15)

($.03)

$.12

$.02

($.04)

$.05

($.02)

Energy            ($.09)

Wood Costs    ($.03)

Other              ($.03)

3Q05 Tax rate  33%

4Q05 Tax rate  22%

($.05)

Packaging      ($.02)

Lumber          ($.02)

Land & Realty Sales  ($0.02)

($.03)

Paper            $.06

Packaging     $.03

Other            ($.01)

10

0

4

8

12

16

20

0

4

8

12

16

20

2000

June

2001

Dec

2002

Dec

2003

Dec

2004

Dec

2005

Dec

17.9

15.2

14.8

15.5

14.6

12.2

$ Billion

Reduced total debt by  

$6 billion since June 2000

Committed to Reducing Debt

Except for December 2005 and January 2006, all periods include Carter Holt Harvey debt on IP’s balance sheet

11.9

2006E

Jan

11

12M’05 vs. 12M’04

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

12M'04

Price

Volume /

Downtime

Cost / 

Mix

Raw

Material

Land

Sales

Corporate

Items

Interest

Tax

Other

12M'05

$.24

EPS $ / Share

$1.26

($.37)

($.87)

EPS from cont. ops before special items

$.71

$1.08

($.03)

$.35

($.19)

($.11)

$.09

Energy               ($.37)

Wood Cost     

($.30)  

Caustic Soda  

($.13)

Other               

($.07)

Paper             $.55                   

Packaging      $.17

2004 Tax rate 26%  

2005 Tax rate 27.5%

Pension         ($.18)                  

Other             ($.01)

Land Sales  $.13

IP Realty      $.11

FX                 ($.04)                  

Divestitures   ($.05)

Paper           ($.25)

Packaging    ($.08)

Other            ($.04)

12

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

Containerboard

Uncoated Papers

Pulp

Coated Papers

Bleached Board

European Papers

*Includes indefinitely closed uncoated papers capacity at Pensacola, FL, Bastrop, LA and Jay, ME in 2Q05

(72,000 tons), 3Q05 (108,000 tons) and 4Q’05 (108,000 tons).  Permanently closed at end of 4Q’05.

215

65

50

270

Lack of Order Downtime

70

90

240

185

5

10

5

35

95

M  Short Tons

2002

2003

2004

2005

275*

270*

3Q05

4Q05

European Papers

15

10

Bleached Board

20

40

Uncoated Papers

185

130

Containerboard     

50

0

Coated Papers

0

15

195*

13

Printing Papers

2

U.S. operations only. Uncoated excludes Fine Paper   

$  2,010 

88

Sales

Earnings

4Q’05

3Q’05

$ Millions

$ Millions

Uncoated

2

Coated

2

Pulp

2

Europe

3

(uncoated)

Flat

Flat     

($5)     

€5

Volume

Realizations/ton

$  1,970

132

1

4Q’05 Change vs 3Q’05:

4Q’05 Change vs 3Q’05:

2%

(9%)

12%

5%

1

Includes special charge of $6 million for severance and other charges

related to the indefinite shutdowns of 3 U.S. paper machines, and     

$3 million for Riegelwood environmental reserves

3

Europe is average commodity cut-size price, excluding Russia   

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

14

Industrial Packaging

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

$  1,180

11    

Sales

Earnings

4Q’05

3Q’05

$ Millions

$ Millions

Containerboard

U.S. Container

Flat

($20)

Volume

Realizations/ton

$  1,115

33

1

4Q’05 Change vs 3Q’05:

4Q’05 Change vs 3Q’05:

20%

2%

1

Includes special charge of $4 million to adjust reserves previously provided

15

Consumer Packaging

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

$  730

21     

Sales

Earnings

4Q’05

3Q’05

$ Millions

$ Millions

Bleached

Board

2

$10

Volume

Realizations/ton

$  685

37

1

4Q’05 Change vs 3Q’05:

4Q’05 Change vs 3Q’05:

1%

Converting Businesses

3

Sales Revenue

4%

2

U.S. operations only

3

Excludes IPPM

1

Includes special charge of $1 million for environmental reserve

16

Forest Products

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

$  660 

257

Sales

Earnings

4Q’05

3Q’05

$ Millions

Lumber (mbf)

Plywood (msf)

($30)

$5

Volume

Realizations/unit

$   700

272

1

4Q’05 Change vs 3Q’05:

4Q’05 Change vs 3Q’05:

(5%)

(11%)

1

Includes special charge of $2 million in the third quarter for costs associated with relocations

of Forest Products headquarters to Memphis

17

Higher Raw Material Costs

4Q’05 vs. 3Q’05 EBIT impact by business 

(60)

(50)

(40)

(30)

(20)

(10)

0

(60)

(50)

(40)

(30)

(20)

(10)

0

Forest

Products

Paper

EBIT ($MM)

(44)

(21)

(8)

Industrial        

Packaging

Total of $95 million or $0.15 per share

negative impact in 4Q’05 versus 3Q’05

Energy

Wood

Caustic Soda

Other

(22)

Consumer        

Packaging

18

Special Items –

After Tax

•

Restructuring, Reserve                (142)

Adjustments & Other

•

Divestitures

(30)

•

Insurance Recoveries

21 

•

Tax Adjustments                             11

Special Items Total

(140)

($0.29)

Special Items –

After Tax

•

Restructuring, Reserve                (142)

Adjustments & Other

•

Divestitures

(30)

•

Insurance Recoveries

21 

•

Tax Adjustments                             11

Special Items Total

(140)

($0.29)

$MM

Diluted EPS

Special Items 4Q’05

19

Earnings from Continuing Operations

and Before Special Items

$0.12

Special Items

(0.29)

Loss from Continuing Operations

(0.17)

Discontinued Operations

0.01

Net Loss

($0.16)

Earnings from Continuing Operations

and Before Special Items

$0.12

Special Items

(0.29)

Loss from Continuing Operations

(0.17)

Discontinued Operations

0.01

Net Loss

($0.16)

Reconciliation to 4Q’05

Diluted

Earnings Per Share

Diluted EPS

20

Special Items –

After Tax

•

Restructuring, Reserve                (222)

Adjustments & Other

•

Divestitures

(73)

•

Insurance Recoveries

151 

•

Tax Adjustments                           446

•

Interest Income

33

Special Items Total

335

$0.66

Special Items –

After Tax

•

Restructuring, Reserve                (222)

Adjustments & Other

•

Divestitures

(73)

•

Insurance Recoveries

151 

•

Tax Adjustments                           446

•

Interest Income

33

Special Items Total

335

$0.66

$MM

Diluted EPS

Special Items 2005

21

Earnings from Continuing Operations

and Before Special Items

$1.08

Special Items

0.66

Earnings from Continuing Operations

1.74

Discontinued Operations

0.47

Net Earnings

$2.21

Earnings from Continuing Operations

and Before Special Items

$1.08

Special Items

0.66

Earnings from Continuing Operations

1.74

Discontinued Operations

0.47

Net Earnings

$2.21

Reconciliation to 2005

Diluted

Earnings Per Share

Diluted EPS

22

Capital Spending

Depreciation & Amort.

Net Interest Expense

3

Corporate Items

Effective Tax Rate

3

Capital Spending

Depreciation & Amort.

Net Interest Expense

3

Corporate Items

Effective Tax Rate

3

$ 1.2 B

$ 1.4 B

$ 600 MM

$ 750-800 MM

30%

2006 Est.

2

Key Financial Statistics

$ 1.2 B

$ 1.4 B

$ 650 MM

$ 595 MM

27.5%

2005

1

$ 1.2 B

$ 1.4 B

$ 710 MM

$ 470 MM    

26%

2004

1

1

Excludes Carter Holt Harvey results

2

Includes impact of all businesses for entire year

3

Before special items

23

First Quarter 2006 Outlook

Volume –

seasonally slow start, but some

positive signs

Average prices improving

•

Implementing IP’s announced price increases in paper

and packaging

Continued progress in improving operations

Input costs mixed, but flat overall

Lower land sales

Businesses under evaluation included in first

quarter results

Volume –

seasonally slow start, but some

positive signs

Average prices improving

•

Implementing IP’s announced price increases in paper

and packaging

Continued progress in improving operations

Input costs mixed, but flat overall

Lower land sales

Businesses under evaluation included in first

quarter results

24

Transformation Plan Update

Process on track -

sales books distributed for five

of the businesses under evaluation

Debt reduction of $2.4 billion in 2005

Maintaining focus on improving key platform

operations –

fewer, bigger, better strategy

Reinvestment plan -

taking a disciplined approach

Process on track -

sales books distributed for five

of the businesses under evaluation

Debt reduction of $2.4 billion in 2005

Maintaining focus on improving key platform

operations –

fewer, bigger, better strategy

Reinvestment plan -

taking a disciplined approach

25

Q & A

Q & A

26

Appendix

Appendix

27

Earnings by Industry Segment

Earnings by Industry Segment

Printing Papers

$88

$141

$196

578

$581

Industrial Packaging

11

37

131

238

380

Consumer Packaging

21

38

39

123

165

Distribution

25

23

22

84

87

Forest Products

257

274

176

943

793

Other Businesses

(5)

5

7

17

38

Operating Profit

397

518

571

1,983

2,044

Interest Expense

(151)

(163)

(169)

(647)

(710)

Minority Interest

(1)

0

3

0

5

Corporate Items, net

(167)

(142)

(156)

(597)

(469)

Earnings from continuing operations

before income taxes, minority

interest & special items

$78

$213

$249

$739

$870

Earnings by Industry Segment

Printing Papers

$88

$141

$196

578

$581

Industrial Packaging

11

37

131

238

380

Consumer Packaging

21

38

39

123

165

Distribution

25

23

22

84

87

Forest Products

257

274

176

943

793

Other Businesses

(5)

5

7

17

38

Operating Profit

397

518

571

1,983

2,044

Interest Expense

(151)

(163)

(169)

(647)

(710)

Minority Interest

(1)

0

3

0

5

Corporate Items, net

(167)

(142)

(156)

(597)

(469)

Earnings from continuing operations

before income taxes, minority

interest & special items

$78

$213

$249

$739

$870

$ Millions

3Q’05

3Q’05

4Q’04

4Q’04

4Q’05

4Q’05

2005

2005

2004

2004

Before special items

28

Before Special Items

Q1

223

(46)

(2)

175

21%

488.9

0.36

Q2

225

(70)

(3)

152

31%

487.4

0.31

Q3

213

(71)

(3)

139³

33%

507.1

0.29

Q4

78

(16)

(4)

58

22%

486.0

0.12

Full Year Total

739

(203)

(12)

524

27.5%

509.7

1.08

Special Items

Q1

(103)

36

-

(67)

35%

488.9

(0.14)

Q2

34

(95)    

-

(61)

NM

487.4

(0.12)

Q3

159

444

-

603

NM

507.1

1.19

Q4

(243)

103

-

(140)

42%

486.0

(0.29)

Full Year Total

(153)

488

-

335

NM

509.7

0.66

Earnings from Continuing Operations

Q1

120

(10)

(2)

108

8%

488.9

0.22

Q2

259

(165)

(3)

91

64%

487.4

0.19

Q3

372

373

(3)

742³

NM

507.1

1.48

Q4

(165)

87

(4)

(82)

53%

486.0

(0.17)

Full Year Total

586

285

(12)

859³

NM

509.7

1.74

2005 Earnings from Continuing

Operations

Pre-Tax 

Tax

MI

Net

ETR          Average

Diluted

Shares

2

EPS

1

$ MM

MM Shares

$/Share

$ MM

$ MM

$ MM

MI

–

Minority

Interest;

Net

–

Net

Income;

ETR

–

Effective

Tax

Rate;

EPS

–

Earnings

per

Share;

NM

–

Not

Meaningful

1

A

reconciliation

to

GAAP

EPS

is

available

at

www.internationalpaper.com

under

Investor

Information

2

Assuming dilution

3

Does not include impact of additional $7 million in 3Q and $27 million for full year of income related to dilutive securities

29

Before Special Items

Q1

99

(34)

(8)

57

34%

487.4

0.12

Q2

234

(71)

(8)

155

30%

488.2

0.32

Q3

288

(82)

(5)

201

28%

509.0

0.41

Q4

249

(39)

(5)

205

16%

488.9

0.42

Full Year Total

870

(226)

(26)

618

26%

488.4

1.26

Special Items

Q1

(14)

5

-

(9)

36%

487.4

(0.02)

Q2

(122)

4

-

(118)

3%

488.2

(0.24)

Q3

45

(31)

-

14

69%

509.0                  0.03

Q4

(55)

6

-

(49)

11%

488.9                 (0.10)

Full Year Total

(146)

(16)

-

(162)

-11%

488.4

(0.33)

Earnings from Operations

Q1

85

(29)

(8)

48

34%

487.4

0.10

Q2

112

(67)

(8)

37

60%

488.2

0.08

Q3

333

(113)

(5)

215

34%

509.0

0.44

Q4

194

(33)

(5)

156

17%

488.9

0.32

Full Year Total

724

(242)

(26)

456

33%

488.4

0.93

2004 Earnings from Continuing

Operations

$ MM

MM Shares

$/Share

$ MM

$ MM

$ MM

Pre-Tax 

Tax

MI

Net

ETR          Average

Diluted

Shares

2

EPS

1

MI

–

Minority

Interest;

Net

–

Net

Income;

ETR

–

Effective

Tax

Rate;

EPS

–

Earnings

per

Share

1

A

reconciliation

to

GAAP

EPS

is

available

at

www.internationalpaper.com

under

Investor

Information

2

Assuming

dilution

30

* U.S. only.

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

Average Sales Realizations

Forest

Products

$/ton

Packaging

$/ton

Printing

Papers

Segments

297

391

663

405

482

860

811

3Q’05

Average Sales Realizations

282

342

702

456

453

773

811

4Q’04

284

346

651

425

470

862

816

Dec 05

Plywood, $/MSF

Lumber, $/MBF

Corrugated boxes*

Containerboard

Pulp

Coated

Uncoated

Grades

301

362

644

402

476

860

813

4Q’05

292

336

702

448

454

781

804

Dec 04

321

355

661

419

458

740

811

2004

263

322

661

384

425

732

761

2003

299

382

674

426

485

841

817

2005

31

Forest Resources 

Earnings Sources –

Gross Margin

•

Sales of Forestlands

$462

$315

$400

•

Harvest & Recreational Income

268

281

269

Forestland Expenses

(157)

(178)

(146)

Land Utilization (real estate),

Net of Expenses

71

124

198

Total EBIT

$644

$542

$721

Earnings Sources –

Gross Margin

•

Sales of Forestlands

$462

$315

$400

•

Harvest & Recreational Income

268

281

269

Forestland Expenses

(157)

(178)

(146)

Land Utilization (real estate),

Net of Expenses

71

124

198

Total EBIT

$644

$542

$721

$ Millions

2004

2004

2005

2005

2003

2003

32

Forest Resources

Earnings Sources –

Gross Margin

•

Sales of Forestlands

$139

$125

$65

•

Harvest & Recreational Income

75

63

81

Forestland Expenses

(30)

(43)

(55)

Land Utilization (real estate),

Net of Expenses

40

65

55

Total EBIT

$224

$210

$146

Earnings Sources –

Gross Margin

•

Sales of Forestlands

$139

$125

$65

•

Harvest & Recreational Income

75

63

81

Forestland Expenses

(30)

(43)

(55)

Land Utilization (real estate),

Net of Expenses

40

65

55

Total EBIT

$224

$210

$146

$ Millions

3Q’05

3Q’05

4Q’04

4Q’04

4Q’05

4Q’05

33

Forest Resources  

2003

2003

2004

2004

* Excludes sales of Champion forestlands  over last 3 years  which generated $550+ million of cash and the 12/31/04

sale of 1.1 million acres of forestland in Maine and New Hampshire

* Excludes sales of Champion forestlands  over last 3 years  which generated $550+ million of cash and the 12/31/04

sale of 1.1 million acres of forestland in Maine and New Hampshire

Average sales price/acre

Number of acres sold (M)

% of appraised value

$967

627

130%

$967

627

130%

$1,008

372

145%

$1,008

372

145%

Forestland prices per acre are increasing in both

absolute terms and versus appraised values

2005

2005

$1,423

285

165%

$1,423

285

165%

34

Pension Returns

Average annualized returns

•

2005

11.7%

•

Past 5 years

7.9%

•

Past 10 years

9.8%

Portfolio asset allocation

(at 12/31/05)

•

61%

Equity

•

28%

Debt

•

11%

Real estate & other

35

(500)

(400)

(300)

(200)

(100)

0

5.50

5.75

6.00

Discount

Rate (%)

8.50

8.50

8.75

Rate of

Return (%)

2006E

2005

2004

$ Millions

2004

2005

2006E

Annual Pension Expense*

Key Variables

Pension Expense

*U.S. plans only.  Pension expense reflects service cost, interest cost,

amortization of actuarial losses and expected return on plan assets

(110)

(240)

(370)

36

Higher Raw Material Costs

EBIT impact 4Q’05 vs. 3Q’05

Total of $95 million or $0.15 per share

negative impact in 4Q’05 versus 3Q’05

(80)

(60)

(40)

(20)

0

(80)

(60)

(40)

(20)

0

Energy

Wood

Other

EBIT ($MM)

(63)

(21)

(11)

37

Higher Raw Material Costs

EBIT impact 4Q’05 vs. 4Q’04

Total of $199 million or $0.32 per share

negative impact in 4Q’05 versus 4Q’04

(150)

(125)

(100)

(75)

(50)

(25)

0

(150)

(125)

(100)

(75)

(50)

(25)

0

Energy

Wood

Caustic

Soda

EBIT ($MM)

(112)

(46)

(16)

(25)

Other

38

Higher Raw Material Costs

4Q’05 vs. 3Q’05 EBIT impact by business 

(400)

(300)

(200)

(100)

0

(400)

(300)

(200)

(100)

0

Forest

Products

Paper

EBIT ($MM)

Industrial        

Packaging

Energy

Wood

Caustic Soda

Other

Consumer        

Packaging

(312)

(103)

(50)

(120)

Total of $585 million or $0.87 per share

negative impact 2005 versus 2004

39

Higher Raw Material Costs

EBIT impact 2005 vs. 2004

(300)

(250)

(200)

(150)

(100)

(50)

0

(300)

(250)

(200)

(150)

(100)

(50)

0

Caustic

Soda

Energy

Other

EBIT ($MM)

(242)

(191)

(65)

(87)

Wood

Total of $585 million or $0.87 per share

negative impact in 2005 versus 2004

40

0

50

100

150

200

250

300

Jan

Apr

July

Oct

Jan

Apr

July

Oct

Jan

Apri

July

Oct

Jan

Index: Jan 2003 Natural Gas Costs = 100

2003

2004

Natural gas costs           

peaked in October

Natural Gas Costs

2005

Trended higher in 4Q’05

41

U.S. Mill Wood Costs

90

100

110

120

Jan

Apr

July

Oct

Jan

Apr

July

Oct

Jan

Apr

July

Oct

Jan

Index: Jan 2003 Wood Costs = 100

2003

2004

* Delivered cost to  U.S. pulp & paper mills

Trended higher in 4Q’05

2005

4Q’05 U.S. mill wood

costs at 3-year highs

42

0

100

200

300

Jan

Apr

July

Oct

Jan

Apr

July

Oct

Jan

Apr

July

Oct

Jan

Index: Jan 2003 Caustic Soda Costs = 100

2003

2004

Caustic soda costs are

up

45%

versus 1Q’03

Caustic Soda Costs

2005

Trended higher in 4Q’05

43

Energy

54

28

45

40

$8.71

$3.45

$5.80

$6.47

0

20

40

60

80

2002

2003

2004

2005

0

2

4

6

8

10

Trillion BTUs

$/MMBTU

Natural Gas Consumed

Natural Gas Cost per unit

U.S. mills natural gas consumption

Natural gas consumption at

current U.S. pulp & paper mills

has decreased 49% since 2002

Total US Mill Energy Purchases before Natural Gas Hedges  -

$MM

$580                  $740                  $780                

$910

44

8

9

9

10

31

24

21

17

10

10

13

11

16

19

24

25

22

23

13

16

19

20

16

14

0%

100%

2002

2003

2004

2005

Energy

Natural gas as a % of total U.S. mills

MMBTU purchases is decreasing

% of Total

Natural Gas

Coal

Wood Waste

Fuel Oil

Other*

Electricity

$8.71

$2.88

$1.84

$6.70

$14.30

$5.51

2005 Avg

Cost per mmbtu

Substitute lower cost energy

*Other includes shredded tires, recycled oil, purchased steam and any other fossil fuels

45

0

2

4

6

8

10

12

14

2000

2005

Gas

Coal

Oil

Electricity

Steam

Other*

Reducing U.S. mill consumption per ton

MM BTU/Ton

Energy

Natural gas consumed per ton of paper

produced in 2005 fell 55% and total energy

consumed per ton fell about 12% since 2000

* Other fuel category includes purchased bark, shredded tires & recycled motor oil

4.4

2.0

55%

12%

Natural Gas

Coal

Fuel Oil

Electricity

Steam

Other

46

Domestic Facilities

Key input indicative purchase levels

Natural Gas

MMbtus

38,000,000

2

# 6 Fuel Oil

BBLs

5,200,000

2

Coal

Tons

1,500,000

2

Wood

Tons

65,000,000

OCC

1

Tons

600,000

Caustic Soda

Tons

400,000

Sodium Chlorate

Tons

300,000

LD Polyethylene

Tons

100,000

Latex

Tons

45,000

Energy

Energy

Fiber

Fiber

Chemicals

Chemicals

Units

Units

Annual Purchases

Annual Purchases

1

Old corrugated containers

2

2005

Run Rate

47