INTERNATIONAL PAPER CO /NEW/ - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Fiscal Year Ended December 31, 2002

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 (I.R.S. Employer
incorporation or organization) Identification No.)

400 Atlantic Street
Stamford, Connecticut 06921
(Zip Code)
(Address of principal executive offices)
Company's telephone number, including area code: 203-541-8000

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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
7 7/8% Debentures due 2038 New York Stock Exchange

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Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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[X] No[_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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.[_]

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Indicate by check mark whether the registrant is an accelerated filer (as
defined by Exchange Act Rule 12b-2) of the Act. Yes[X] or No[_]

The aggregate market value of the registrant'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, 2002)
was approximately $20,958,331,700.

The number of shares outstanding of the Company's common stock, as of
February 21, 2003 was 478,808,232

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 2003
annual meeting of shareholders are incorporated by reference into Part III of
this Form 10-K.

INTERNATIONAL PAPER COMPANY
Index to Annual Report on Form 10-K
For the Year Ended December 31, 2002

PART I
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ITEM 1. BUSINESS
General 1
Financial Information Concerning Industry Segments 1
Financial Information About International and
Domestic Operations 1
Competition and Costs 1
Marketing and Distribution 2
Description of Principal Products 2
Sales by Volume 2
Research and Development 2
Environmental Protection 2
Employees 2
Raw Materials 3
Forward-looking Statements 3

ITEM 2. PROPERTIES
Forestlands 3
Mills and Plants 3
Capital Investments and Dispositions 3

ITEM 3. LEGAL PROCEEDINGS 3

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 3

PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 3

ITEM 6. SELECTED FINANCIAL DATA 4

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Corporate Overview 6
Description of Industry Segments 8
Industry Segment Results 10
Liquidity and Capital Resources 14

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 25

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Information by Industry Segment and Geographic Area 26
Report of Management on Financial Statements 28
Report of Deloitte & Touche LLP, Independent Auditors 29
Report of Independent Public Accountants 29
Consolidated Statement of Earnings 31
Consolidated Balance Sheet 32
Consolidated Statement of Cash Flows 33
Consolidated Statement of Common Shareholders' Equity 34
Notes to Consolidated Financial Statements 35
Interim Financial Results 65

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 67

PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 67

ITEM 11. EXECUTIVE COMPENSATION 67

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS 68

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 68

PART IV
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ITEM 14. CONTROLS AND PROCEDURES 68

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K 68
Additional Financial Data 68
Reports on Form 8-K 70
Report of Independent Auditors on Financial Statement Schedule 71
Schedule II-Valuation and Qualifying Accounts 72

SIGNATURES 73

CERTIFICATIONS 75

APPENDIX I 2002 LISTING OF FACILITIES A-1

ITEM 1. BUSINESS

General

International Paper Company (the "Company" or "International Paper," which may
be referred to as "we" or "us"), is a global forest products, paper and
packaging company that is complemented by an extensive distribution system, with
primary markets and manufacturing operations in the United States, Canada,
Europe, the Pacific Rim, and South America. Substantially all of our businesses
have experienced, and are likely to continue to experience, cycles relating to
available industry capacity and general economic conditions. We are a New York
corporation and were incorporated in 1941 as the successor to the New York
corporation of the same name organized in 1898. Our home page on the Internet is
www.internationalpaper.com. You can learn more about us by visiting that site.

In the United States at December 31, 2002, the Company operated 28 pulp, paper
and packaging mills, 87 converting and packaging plants, 27 wood products
facilities, and seven specialty chemicals plants. Production facilities at
December 31, 2002 in Europe, Asia, Latin America, South America and Canada
included 13 pulp, paper and packaging mills, 45 converting and packaging plants,
11 wood products facilities, two specialty panels and laminated products plants
and seven specialty chemicals plants. We distribute printing, packaging, graphic
arts, maintenance and industrial products through over 283 distribution branches
located primarily in the United States. At December 31, 2002, we owned or
managed approximately 9 million acres of forestlands in the United States,
mostly in the South, approximately 1.5 million acres in Brazil and had, through
licenses and forest management agreements, harvesting rights on government-owned
timberlands in Canada and Russia.

Carter Holt Harvey, a New Zealand company which is approximately 50.5% owned by
International Paper, operates five mills producing pulp, paper, packaging and
tissue products, 24 converting and packaging plants and 67 wood products
manufacturing and distribution facilities, primarily in New Zealand and
Australia. Carter Holt Harvey distributes paper and packaging products through
six distribution branches located in New Zealand and Australia. In New Zealand,
Carter Holt Harvey owns approximately 810,000 acres of forestlands.

For financial reporting purposes, our businesses are separated into six
segments: Printing Papers; Industrial and Consumer Packaging; Distribution;
Forest Products; Carter Holt Harvey; and Specialty Businesses and Other. A
description of these business segments can be found on pages 8 through 10 of
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations. From 1997 through 2002, International Paper's capital
expenditures approximated $7.3 billion, excluding mergers and acquisitions.
These expenditures reflect our continuing efforts to improve product quality and
environmental performance, lower costs, and improve forestlands. Capital
spending in 2002 was $1.0 billion and is expected to be approximately $1.3
billion in 2003. This amount is below our expected annual depreciation and
amortization expense of $1.6 billion. You can find more information about
capital expenditures on pages 14 and 15 of Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations.

Discussions of mergers and acquisitions can be found on pages 14 and 15 of Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations.

You can find discussions of restructuring charges and other special items on
pages 17 and 18 of Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Throughout this Annual Report on Form 10-K, we "incorporate by reference"
certain information in parts of other documents filed with the Securities and
Exchange Commission (SEC). The SEC permits us to disclose important information
by referring to it in that manner. Please refer to such information.

Financial Information Concerning Industry Segments

The financial information concerning segments is set forth on pages 26 and 27 of
Item 8. Financial Statements and Supplementary Data.

Financial Information About International and Domestic Operations

The financial information concerning international and domestic operations and
export sales is set forth on page 27 of Item 8. Financial Statements and
Supplementary Data.

Competition and Costs

Despite the size of the Company's manufacturing capacities for paper,
paperboard, packaging and pulp products, the markets in all of the cited product
lines are large and highly fragmented. The markets for wood and specialty
products are similarly large and fragmented. There are numerous competitors, and
the major markets, both domestic and international, in which the Company sells
its principal products are very competitive. These products are in competition
with similar products produced by others, and in some instances, with products
produced by other industries from other materials.

1

Many factors influence the Company's competitive position, including prices,
costs, product quality and services. You can find more information about the
impact of prices and costs on operating profits on pages 6 through 14 of Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

Marketing and Distribution

The Company sells paper and packaging products through our sales organization
directly to users or converters for manufacture. Sales offices are located
throughout the United States as well as internationally. We also sell
significant volumes of products through paper merchants and distributors,
including facilities in our distribution network.

We market our U.S. production of lumber and plywood through independent and
Company-owned distribution centers. Specialty products are marketed through
various channels of distribution.

Description of Principal Products

The Company's principal products are described on pages 8 through 10 of Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

Sales by Volume

Sales volumes of major products for 2002, 2001, and 2000 were as follows:

Sales Volumes by Product (1) (2) (3)
(Unaudited)
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2002 2001 2000
- --------------------------------------------------------------------------------

Printing Papers (In thousands of tons)
Uncoated Papers and Bristols...................... 6,469 6,439 5,957
Coated Papers .................................... 2,212 2,132 2,062
Market Pulp (4) .................................. 2,525 2,531 1,996

Packaging (In thousands of tons)
Containerboard ................................... 2,262 2,091 2,347
Bleached Packaging Board ......................... 1,336 1,247 1,339
Kraft ............................................ 626 587 489
Industrial and Consumer Packaging ................ 4,526 4,683 5,135

Forest Products (In millions)
Panels (sq. ft. 3/8"-basis) ...................... 2,433 2,991 2,380
Lumber (board feet) .............................. 4,227 4,089 3,302
MDF and Particleboard (sq. ft. 3/4"- basis) ...... 623 660 654

(1) Includes third party and inter-segment sales and 100% of volumes sold by
Carter Holt Harvey.
(2) Includes sales volumes for Champion from July 1, 2000.
(3) Sales volumes for divested businesses are included through the date of
sale.
(4) Includes internal sales to mills.

Research and Development

The Company operates research and development centers at Sterling Forest, New
York; Loveland, Ohio; Kaukauna, Wisconsin; Jacksonville, Florida; Savannah,
Georgia; a regional center for applied forest research in Bainbridge, Georgia; a
forest biotechnology center in Rotorua, New Zealand; and several product
laboratories. We direct research and development activities to short-term,
long-term and technical assistance needs of customers and operating divisions;
process, equipment and product innovations; and improve profits through tree
generation and propagation research. Activities include studies on improved
forest species and management; innovation and improvement of pulping, bleaching,
chemical recovery, papermaking and coating processes; packaging design and
materials development; reduction of environmental discharges; re-use of raw
materials in manufacturing processes; recycling of consumer and packaging paper
products; energy conservation; applications of computer controls to
manufacturing operations; innovations and improvement of products; and
development of various new products. Our development efforts specifically
address product safety as well as the minimization of solid waste. The cost to
the Company of its research and development operations in 2002 was $77 million;
$92 million in 2001; and $92 million in 2000, including Champion for the period
of July-December.

Environmental Protection

Information concerning the effects of the Company's compliance with Federal,
State and local provisions enacted or adopted relating to environmental
protection matters is set forth on pages 22 through 24 of Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

Employees

As of December 31, 2002, we had approximately 91,000 employees, 55,000 of whom
were located in the United States. Approximately 35,000 of our U.S. employees
are hourly employees, approximately 19,000 of whom are represented by the Paper,
Allied-Industrial, Chemical and Energy International Union.

During 2002, labor agreements were ratified at six mills. During 2003, labor
agreements are scheduled to be negotiated at two mills: Vicksburg and Riverdale.

During 2002, 16 labor agreements were settled in non-paper mill operations.
Settlements included six in paper converting, three in building materials, and
seven in distribution. During 2003, 24 non-paper mill operations will negotiate
new labor agreements.

2

Raw Materials

For information on the sources and availability of raw materials essential to
our business, see Item 2. Properties.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K, and in particular,
statements found in Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations, that are not historical in nature may
constitute forward-looking statements. These statements are often identified by
the words, "believe," "expect," "plan," "appear," "project," "estimate,"
"intend," and words of similar import. Such statements reflect the current views
of International Paper with respect to future events and are subject to risks
and uncertainties. Actual results may differ materially from those expressed or
implied in these statements. Factors which could cause actual results to differ
include, among other things, the strength of demand for the Company's products
and changes in overall demand, the effects of competition from foreign and
domestic producers, the level of housing starts, changes in the cost or
availability of raw materials, the cost of compliance with environmental and
other governmental regulations, the ability of the Company to continue to
realize anticipated cost savings, performance of the Company's manufacturing
operations, results of legal proceedings, changes related to international
economic conditions, changes in currency exchange rates, particularly the
relative value of the U.S. dollar to the Euro, economic conditions in developing
countries, specifically Brazil and Russia, and the effects of continued
geopolitical unrest and uncertainty. In view of such uncertainties, investors
are cautioned not to place undue reliance on these forward-looking statements.
We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.

ITEM 2. PROPERTIES

Forestlands

The principal raw material used by International Paper is wood in various forms.
As of December 31, 2002, the Company or its subsidiaries owned or managed
approximately 9 million acres of forestlands in the United States, 1.5 million
acres in Brazil and had, through licenses and forest management agreements,
harvesting rights on government-owned timberlands in Canada and Russia. An
additional 810,000 acres of forestlands in New Zealand were held through Carter
Holt Harvey, a consolidated subsidiary of International Paper.

During 2002, the Company's U.S. forestlands supplied 15.5 million tons of
roundwood to its U.S. facilities, representing 30% of its wood fiber
requirements. The balance was acquired from other private industrial and
non-industrial forestland owners, with only an insignificant amount coming from
public lands of the United States government. In addition, in 2002, 6.2 million
tons of wood were sold to other users. In November 1994, we adopted the
Sustainable Forestry Principles developed by the American Forest and Paper
Association in August 1994.

Mills and Plants

A listing of our production facilities, the vast majority of which we own, can
be found in Appendix I hereto, which is incorporated herein by reference.

The Company's facilities are in good operating condition and are suited for the
purposes for which they are presently being used. We continue to study the
economics of modernization or adopting other alternatives for higher cost
facilities.

Capital Investments and Dispositions

Given the size, scope and complexity of our business interests, we continuously
examine and evaluate a wide variety of business opportunities and planning
alternatives, including possible acquisitions and sales or other dispositions of
properties. You can find planned capital investments for 2003, dispositions, and
restructuring activities as of December 31, 2002 on pages 14 through 18 of Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, and on pages 38 through 48 of Item 8. Financial Statements and
Supplementary Data.

ITEM 3. LEGAL PROCEEDINGS

Information concerning the Company's legal proceedings is set forth on pages 22
through 24 of Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations, and on pages 50 through 54 of Item 8.
Financial Statements and Supplementary Data.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2002.

PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Dividend per share data on the Company's common stock, the high and low sales
prices for the Company's common stock for each of the four quarters in 2002 and
2001, are set forth on page 65 of Item 8. Financial Statements and Supplementary
Data.

3

ITEM 6. SELECTED FINANCIAL DATA

Six-Year Financial Summary
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Dollar amounts in millions, except per share amounts
and stock prices 2002 2001 2000 1999
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Results of Operations
Net sales $24,976 $26,363 $28,180 $24,573
Cost and expenses, excluding interest 23,890 26,716 26,675 23,620
Earnings (loss) before income taxes, minority
interest, extraordinary items and
cumulative effect of accounting changes 371 (a) (1,265)(d) 723 (f) 448 (h)
Minority interest expense, net of taxes 130 (a) 147 (d) 238 (f) 163 (h)
Extraordinary items -- (46)(e) (226)(g) (16)(i)
Cumulative effect of accounting changes (1,175)(b) (16)(e) -- --
Net earnings (loss) (880)(a-c) (1,204)(d,e) 142 (f,g) 183 (h,i)
Earnings (loss) applicable to common shares (880)(a-c) (1,204)(d,e) 142 (f,g) 183 (h,i)
------- -------- ------- -------

Financial Position
Working capital $ 3,159 $ 2,814 $ 2,880 $ 2,859
Plants, properties and equipment, net 14,167 14,616 16,132 14,381
Forestlands 3,846 4,197 5,966 2,921
Total assets 33,792 37,177 42,109 30,268
Long-term debt 13,042 12,457 12,648 7,520
Common shareholders' equity 7,374 10,291 12,034 10,304
------- -------- ------- -------

Per Share of Common Stock -
Assuming No Dilution (m)
Earnings (loss) before extraordinary items
and cumulative effect of accounting changes $ 0.61 $ (2.37) $ 0.82 $ 0.48
Extraordinary items -- (0.10) (0.50) (0.04)
Cumulative effect of accounting changes (2.44) (0.03) -- --
Net earnings (loss) (1.83) (2.50) 0.32 0.44
Cash dividends 1.00 1.00 1.00 1.01
Common shareholders' equity 15.21 21.25 24.85 24.85
------- -------- ------- -------

Common Stock Prices
High $ 46.19 $ 43.25 $ 60.00 $ 59.50
Low 31.35 30.70 26.31 39.50
Year-end 34.97 40.35 40.81 56.44
------- -------- ------- -------
Financial Ratios
Current ratio 1.7 1.5 1.4 1.7
Total debt to capital ratio 55.1 50.1 49.3 38.1
Return on equity (8.8)(a-c,l) (10.6)(d,e,l) 1.2(f,g,l) 1.7(h,i,l)
Return on investment before extraordinary items
and cumulative effect of accounting changes 2.6 (a,l) (0.7)(d,l) 3.3(f,l) 2.6(h,l)
------- -------- ------- -------

Capital Expenditures $ 1,009 $ 1,049 $ 1,352 $ 1,139
------- -------- ------- -------
Number of Employees 91,000 100,100 112,900 98,700
======= ======== ======= =======

Six-Year Financial Summary
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Dollar amounts in millions, except per share amounts
and stock prices 1998 1997
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Results of Operations
Net sales $23,979 $24,556
Cost and expenses, excluding interest 23,039 23,976
Earnings (loss) before income taxes, minority
interest, extraordinary items and
cumulative effect of accounting changes 429(j) 143 (k)
Minority interest expense, net of taxes 87(j) 140 (k)
Extraordinary items -- --
Cumulative effect of accounting changes -- --
Net earnings (loss) 247(j) (80)(k)
Earnings (loss) applicable to common shares 247(j) (80)(k)
------- -------

Financial Position
Working capital $ 2,675 $ 1,476
Plants, properties and equipment, net 15,320 15,707
Forestlands 3,093 3,273
Total assets 31,466 31,971
Long-term debt 7,697 8,521
Common shareholders' equity 10,738 10,647
------- -------

Per Share of Common Stock -
Assuming No Dilution (m)
Earnings (loss) before extraordinary items
and cumulative effect of accounting changes $ 0.60 $ (0.20)
Extraordinary items -- --
Cumulative effect of accounting changes -- --
Net earnings (loss) 0.60 (0.20)
Cash dividends 1.05 1.05
Common shareholders' equity 25.99 26.10
------- -------

Common Stock Prices
High $ 55.25 $ 61.00
Low 35.50 38.63
Year-end 44.81 43.13
------- -------

Financial Ratios
Current ratio 1.6 1.3
Total debt to capital ratio 39.0 46.1
Return on equity 2.3(j,l) (0.7)(k,l)
Return on investment before extraordinary items
and cumulative effect of accounting changes 2.5(j,l) 1.5 (k,l)
------- -------
Capital Expenditures $ 1,322 $ 1,448
------- -------
Number of Employees 98,300 100,900
======= =======

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FINANCIAL GLOSSARY

Current ratio -
current assets divided by current liabilities.

Total debt to capital ratio -
long-term debt plus notes payable and current maturities of long-term debt
divided by long-term debt, notes payable and current maturities of long-term
debt, minority interest, preferred securities and total common shareholders'
equity.

Return on equity -
net earnings divided by average common shareholders' equity (computed monthly).

Return on investment -
the after-tax amount of earnings before interest, minority interest,
extraordinary items and cumulative effect of accounting changes divided by the
average of total assets minus accounts payable and accrued liabilities (computed
on a monthly basis).

FOOTNOTES TO SIX-YEAR FINANCIAL SUMMARY

(a) Includes a $199 million charge before taxes and minority interest ($130
million after taxes and minority interest) for facility closures,
administrative realignment severance costs, and cost reduction actions, a
pre-tax charge of $450 million ($278 million after taxes) for additions to
existing exterior siding legal reserves, a charge of $46 million before
taxes and minority interest ($27 million after taxes and minority interest)
for early debt retirement costs, a credit of $41 million before taxes and
minority interest ($101 million after taxes and minority interest) to
adjust accrued costs of businesses sold or held for sale, and a pre-tax
credit of $68 million ($43 million after taxes) for the reversal of
restructuring and realignment reserves no longer required.

(b) Includes a $1.2 billion charge for the transitional goodwill impairment
charge from the adoption of SFAS No. 142, "Goodwill and Other Intangible
Assets," recorded as the cumulative effect of an accounting change in the
first quarter of 2002.

(c) Reflects a decrease of $46 million in the income tax provision for a
reduction of deferred state income tax liabilities.

(d) Includes a $1.1 billion charge before taxes and minority interest ($752
million after taxes and minority interest) for asset shutdowns of excess
internal capacity, cost reduction actions, and additions to existing
exterior siding legal reserves, a net pre-tax charge of $629 million ($587
million after taxes) related to dispositions and asset impairments of
businesses held for sale, a $42 million pre-tax charge ($28 million after
taxes) for Champion merger integration costs, and a $17 million pre-tax
credit ($11 million after taxes) for the reversal of reserves no longer
required.

(e) Includes an extraordinary pre-tax charge of $73 million ($46 million after
taxes) related to the impairment of the Masonite business and the
divestiture of the Petroleum and Minerals assets and a charge of $25
million before taxes and minority interest ($16 million after taxes and
minority interest) for the cumulative effect of a change in accounting for
derivatives and hedging activities.

(f) Includes an $824 million charge before taxes and minority interest ($509
million after taxes and minority interest) for asset shutdowns, a $125
million pre-tax charge ($80 million after taxes) for additional exterior
siding legal reserves, a $54 million pre-tax charge ($33 million after
taxes) for merger-related expenses, and a $34 million pre-tax credit ($21
million after taxes) for the reversal of reserves no longer required.

(g) Includes an extraordinary gain of $385 million before taxes and minority
interest ($134 million after taxes and minority interest) on the sale of
International Paper's investment in Scitex and Carter Holt Harvey's sale of
its share of Compania de Petroleos de Chile (COPEC), an extraordinary loss
of $460 million before taxes ($310 million after taxes) related to the
impairment of the Zanders and Masonite businesses, an extraordinary gain
before taxes and minority interest of $368 million ($183 million after
taxes and minority interest) related to the sale of Bush Boake Allen, an
extraordinary loss of $5 million before taxes and minority interest ($2
million after taxes and minority interest) related to Carter Holt Harvey's
sale of its Plastics division, and an extraordinary pre-tax charge of $373
million ($231 million after taxes) related to impairments of the Argentine
investments and the Chemical Cellulose Pulp and Fine Papers businesses.

(h) Includes a $148 million pre-tax charge ($97 million after taxes) for Union
Camp merger-related termination benefits, a $107 million pre-tax charge
($78 million after taxes) for merger-related expenses, a $298 million
pre-tax charge ($180 million after taxes and minority interest) for asset
shutdowns of excess internal capacity and cost reduction actions, a $10
million pre-tax charge ($6 million after taxes) to increase existing
environmental remediation reserves related to certain former Union Camp
facilities, a $30 million pre-tax charge ($18 million after taxes) to
increase existing legal reserves and a $36 million pre-tax credit ($27
million after taxes) for the reversal of reserves no longer required.

(i) Includes an extraordinary loss of $26 million before taxes ($16 million
after taxes) for the extinguishment of high-interest debt that was assumed
in the merger with Union Camp.

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(j) Includes a $20 million pre-tax gain ($12 million after taxes) on the sale
of the Veratec nonwovens business, an $83 million pre-tax credit ($50
million after taxes) from the reversals of previously established reserves
that were no longer required, a $111 million pre-tax charge ($68 million
after taxes) for the impairment of oil and gas reserves due to low prices,
a $145 million restructuring and asset impairment charge before taxes and
minority interest ($82 million after taxes and minority interest) and $16
million of pre-tax charges ($10 million after taxes) related to
International Paper's share of charges taken by Scitex, a 13% investee
company, for the write-off of in-process research and development related
to an acquisition and costs to exit the digital video business.

(k) Includes a pre-tax business improvement charge of $535 million ($385
million after taxes), a $150 million pre-tax provision for legal reserves
($93 million after taxes), a pre-tax charge of $125 million ($80 million
after taxes) for anticipated losses associated with the sale of the Imaging
businesses, and a gain of $170 million before taxes and minority interest
($97 million after taxes and minority interest) from the redemption of
certain retained West Coast partnership interests and the release of a
related debt guaranty.

(l) Return on equity was 5.3% and return on investment was 4.0% in 2002 before
special items and cumulative effect of an accounting change. Return on
equity was 1.8% and return on investment was 2.9% in 2001 before special
and extraordinary items and cumulative effect of an accounting change.
Return on equity was 8.3% and return on investment was 5.3% in 2000 before
special and extraordinary items. Return on equity was 5.2% and return on
investment was 4.0% in 1999 before special and extraordinary items. Return
on equity was 3.2% and return on investment was 2.8% in 1998 before special
items. Return on equity was 3.4% and return on investment was 3.0% in 1997
before special items.

(m) All per share amounts are computed before the effects of dilutive
securities.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Corporate Overview

Results of Operations

For the year ended December 31, 2002, International Paper reported a net loss of
$880 million ($1.83 per share) compared with a net loss of $1.2 billion ($2.50
per share) in 2001 and net earnings of $142 million ($.32 per share) in 2000.
Amounts include the effects of special charges, extraordinary items and the
cumulative effect of accounting changes.

Special charges in 2002 included a charge of $199 million before taxes and
minority interest ($130 million after taxes and minority interest) for asset
shutdowns of excess internal capacity and cost reduction actions, a $450 million
pre-tax charge ($278 million after taxes) for additional exterior siding legal
reserves, a $46 million charge before taxes and minority interest ($27 million
after taxes and minority interest) for early debt retirement costs, $41 million
before taxes and minority interest ($101 million after taxes and minority
interest) of gains on sales of businesses held for sale, and a $68 million
pre-tax credit ($43 million after taxes) for the reversal of reserves no longer
required. In addition, a $46 million credit was recorded to reduce the 2002
income tax provision in the fourth quarter for a reduction of deferred state
income tax liabilities. Results for 2002 also included a charge of $1.2 billion
after minority interest ($2.44 per share) for the cumulative effect of an
accounting change to record the transitional impairment charge for the adoption
of SFAS No. 142, "Goodwill and Other Intangible Assets." In addition, a $1.5
billion after-tax direct charge to equity (with no impact on operating results)
was recorded in the 2002 fourth quarter related to International Paper's
qualified pension plans. These two items were non-cash charges and had no
adverse effect on existing debt covenants.

Special charges in 2001 included a charge of $892 million before taxes and
minority interest ($606 million after taxes and minority interest) for asset
shutdowns of excess internal capacity and cost reduction actions, a $225 million
pre-tax charge ($146 million after taxes) for additions to the existing exterior
siding legal reserves, a $17 million pre-tax credit

6

($11 million after taxes) for the reversal of reserves no longer required, a
$629 million pre-tax net loss ($587 million after taxes) related to dispositions
and asset impairments of businesses held for sale, and a $42 million pre-tax
charge ($28 million after taxes) related to merger integration costs.
Additionally, results included an extraordinary pre-tax loss of $73 million ($46
million after taxes, or $.10 per share) for disposition losses and asset
impairments of businesses held for sale, and a charge of $25 million before
taxes and minority interest ($16 million after taxes and minority interest, or
$.03 per share) for the cumulative effect of a change in accounting for
derivatives and hedging activities.

In 2000, special charges included a charge of $824 million before taxes and
minority interest ($509 million after taxes and minority interest) for
restructuring and cost reduction actions, a $125 million pre-tax charge ($80
million after taxes) for additional exterior siding legal reserves, a $34
million pre-tax credit ($21 million after taxes) for the reversal of reserves no
longer required, and a $54 million pre-tax charge ($33 million after taxes) for
merger integration costs. In addition, an extraordinary charge of $85 million
before taxes and minority interest ($226 million after taxes and minority
interest, or $.50 per share) was recorded for net disposition losses and asset
impairments of businesses held for sale.

Earnings Before Special and Extraordinary Items and Cumulative Effect of
Accounting Changes

Earnings before special and extraordinary items and the cumulative effect of an
accounting change in 2002 were $540 million, or $1.12 per share, compared with
earnings before special and extraordinary items and the cumulative effect of an
accounting change of $214 million, or $.44 per share in 2001, and $969 million,
or $2.16 per share, in 2000. Earnings in 2002 benefited by approximately $185
million, or $.38 per share, from the exclusion of goodwill amortization as
compared with 2001 amounts. After adjusting for this goodwill amortization
difference, operating earnings improved nearly 40% in 2002 versus 2001. This
improvement was principally due to the implementation of cost reduction
initiatives and operational efficiencies despite lower average prices across all
of our business segments. Results in 2002 also benefited from lower energy costs
than in 2001. The earnings decline in 2002 versus 2000 was due mainly to lower
prices and volumes. Earnings in 2000 included six months of Champion's results
of operations from the date of acquisition.

Segment operating profit of $1.9 billion in 2002, was up from $1.8 billion in
2001, but down from $2.7 billion reported in 2000. Non-price improvements,
including lower overhead and raw material costs, combined with a favorable
product mix accounted for about a $690 million operating profit improvement in
2002 compared with 2001. In addition, higher volume contributed another $60
million. Price declines experienced in 2002 resulted in lower operating profits
of about $600 million. The improved return on investment (ROI) in 2002 was
primarily due to better operating performance. ROI also benefited from working
capital reductions and facility rationalizations. ROI before

7

special charges was 4.0% in 2002, 2.9% in 2001, and 5.3% in 2000.

Cost reduction initiatives have been broad-based. In 2002, the Printing Papers
business restructured certain European operations and implemented a
reduction-in-force plan in its coated papers mills. The Consumer Packaging
business implemented a business reorganization plan and eliminated duplicative
facilities. xpedx, our distribution business, consolidated facilities and began
to streamline its transaction processing. Carter Holt Harvey made additional
progress in improving the cost structure of its Kinleith mill. Also in 2002,
International Paper continued to realign administrative functions across all
businesses and staff support groups to reduce overhead costs.

International Paper continued to balance our production with customer orders in
2002, taking about 600,000 tons of market-related downtime across its mill
system. This was down from 1.7 million tons in 2001, due mainly to capacity
reductions. Approximately one million tons of capacity reduction actions were
taken in 2001, with another 100,000 tons removed through the closure of our
Hudson River mill in Corinth, New York in November 2002. Also, subsequent to
year end, we announced plans to close our Natchez, Mississippi dissolving pulp
mill in mid-2003.

International Paper's major focus is on three core businesses - paper, packaging
and forest products. In 2000, we announced a program to exit certain businesses
that we considered to be non-core or that did not meet our ROI criteria, and to
sell certain other non-strategic assets. During 2002, we completed the sales of
our oriented strand board facilities and Decorative Products operations. Since
the inception of this program, International Paper's divestitures have generated
proceeds in excess of $3 billion. In June 2002, International Paper discontinued
plans to divest both the Arizona Chemical and Industrial Papers businesses while
other small businesses and non-strategic assets continue to be marketed.

Net sales in 2002 totaled $25.0 billion, below both 2001 and 2000 net sales of
$26.4 billion and $28.2 billion, respectively. The decrease from 2001 was
primarily due to the impact of our divested businesses and lower average prices
across most of our business segments. International net sales (including U.S.
exports) totaled $7.5 billion, or 30% of total sales in 2002. This compares to
sales of $7.1 billion in 2001 and $7.6 billion in 2000. The increase in 2002
versus 2001 is mainly due to increased revenues from Carter Holt Harvey. Export
sales of $1.3 billion in 2002 were flat with 2001, but down from $1.6 billion in
2000, primarily due to the strong U.S. dollar that made U.S. products less
competitive.

Over the last few years, the softness in the U.S. economy, a weakening global
economy and the strong dollar have had a significant negative impact on profits
for International Paper and the Forest Products industry. One measure that we
believe provides a reflection of International Paper's improvement in operating
performance is the company's return on investment before special charges
compared with a peer group of competitors in the Forest Products industry. This
comparison indicates that International Paper has moved from the bottom quartile
in operating ROI in 1999 to a position of third in the peer group* of eight
companies in 2002. We are pleased with these results, and we will continue to
focus our efforts on further improvement in this comparative ROI measure in
future years.

Looking forward, we expect a slow but steady improvement in the business
environment in 2003 following a weak first quarter that reflects a current
general economic softness and seasonal factors. Continued geopolitical unrest
and uncertainty could likely impede any improvement in the economy. Energy costs
are also expected to be higher in 2003 than in 2002. We will continue to focus
on cost reduction, manufacturing reliability and delivering greater value to our
customers.

*The 2002 peer group includes Boise, Georgia-Pacific, MeadWestvaco,
Smurfit-Stone, Stora-Enso, UPM-Kymmene, Weyerhaeuser and International Paper.

Description of Industry Segments

International Paper's industry segments discussed below are consistent with the
internal structure used to manage these businesses. All segments, except for
Carter Holt Harvey, are differentiated on a common product, common customer
basis consistent with the business segmentation generally used in the Forest
Products industry. The Carter Holt Harvey segment includes the results of
multiple Forest Products businesses.

Printing Papers

International Paper is one of the world's leading producers of printing and
writing papers. Products in this segment include uncoated and coated papers,
market pulp and bristols.

Uncoated Papers: This business produces papers for use in copiers, desktop,
laser and digital imaging printing as well as in advertising and promotional
materials such as brochures, pamphlets, greeting cards, books, annual reports
and direct mail publications. Uncoated Papers also produces a variety of grades
that are converted by our customers into envelopes, tablets, business forms, and
file folders. Fine papers are used in high-quality text, cover, business
correspondence and artist papers. Uncoated Papers are sold under private label
and International Paper brand names which include Hammermill, Springhill, Great
White, Strathmore, Ballet, Beckett and Rey.

8

The mills producing uncoated papers are located in the United States, Scotland,
France, Poland and Russia. These mills have uncoated paper production capacity
of 5.1 million tons annually.

Coated Papers: This business produces coated papers used in a variety of
printing and publication end uses such as catalogs, direct mail, magazines,
inserts and commercial printing. Products include coated free sheet, coated
groundwood and supercalendered groundwood papers. Production capacity in the
United States amounts to approximately 2.0 million tons annually.

Market Pulp: Market pulp is used in the manufacture of printing, writing and
specialty papers. Pulp is also converted into products such as diapers and
sanitary napkins. Products include fluff, northern and southern softwood pulp,
as well as northern, southern, and birch hardwood paper pulps. These products
are produced in the United States, Canada, France, Poland and Russia, and are
sold around the world. International Paper facilities have annual dried pulp
capacity of about 2.3 million tons.

Brazilian Paper: Brazilian operations function through International Paper do
Brasil, Ltda, which owns or manages 1.5 million acres of forestlands in Brazil.
Our annual production capacity in Brazil is about 660,000 tons of coated and
uncoated papers.

Industrial and Consumer Packaging

Industrial Packaging: With production capacity of about 4.5 million tons
annually, International Paper is the third largest manufacturer of
containerboard in the United States. Over one-third of our production is
specialty grades, such as PineLiner, Sunliner, Polarboard, Coastliner, BriteTop
and Spra White. About 64% of our production is converted domestically into
corrugated boxes and other packaging by our 51 U.S. container plants. In Europe,
our operations include one recycled fiber mill in France and 21 container plants
in France, Ireland, Italy, Spain and the United Kingdom. Our global presence
also includes operations in Chile, Turkey and China. Our container plants are
supported by regional design centers, which offer total packaging solutions and
supply chain initiatives. We have the capacity to produce around 430,000 tons of
kraft paper each year for use in multi-wall and retail bags.

Consumer Packaging: International Paper is the world's largest producer of
bleached packaging board with annual production capacity of about 1.8 million
tons. Our Everest, Fortress and Starcote brands are used in packaging
applications for juice, milk, food, cosmetics, pharmaceuticals, computer
software and tobacco products. Approximately 40% of our bleached board
production is converted into packaging products in our own plants. Our Beverage
Packaging business has 15 plants worldwide offering complete packaging systems,
from paper to filling machines, using proprietary technologies including
Tru-Taste brand barrier board technology for premium long-life juices. Shorewood
Packaging Corporation (Shorewood) operates 19 plants worldwide, producing
packaging with high-impact graphics for a variety of consumer markets, including
tobacco, cosmetics and home entertainment. The Foodservice business offers cups,
lids, cartons, bags, containers, beverage carriers, trays and plates from five
domestic plants and through four international joint ventures. Group-wide
product development efforts provide customers with innovative packaging
solutions, including the "smart package" that tracks, traces and authenticates
packages throughout the global supply chain.

Distribution

Through xpedx, our North American merchant distribution business, we supply
industry wholesalers and end users with a vast array of printing, packaging,
graphic arts, facility supplies and industrial products. xpedx operates 129
warehouses and 147 retail stores in the United States and Mexico. Overseas,
Papeteries de France, Scaldia in the Netherlands and Impap in Poland serve
European markets. Products manufactured at International Paper facilities
account for about 22% of our worldwide distribution sales.

Forest Products

Forest Resources: International Paper owns or manages approximately 9 million
acres of third-party certified forestlands in the United States, mostly in the
South. In 2002, these forestlands supplied about 30% of our wood fiber
requirements.

Wood Products: International Paper owns and operates 27 U.S. plants producing
southern pine lumber, plywood, engineered wood products and utility poles. The
majority of these plants are located in the South near our forestlands. We can
produce about 2.5 billion board feet of lumber and 1.6 billion square feet of
plywood annually. Also, Weldwood of Canada Limited, a wholly-owned subsidiary of
International Paper, produces about 1.1 billion board feet of lumber and 430
million square feet of plywood annually. Through licenses and forest management
agreements, we have harvesting rights on government-owned forestlands in Canada
and Russia.

Carter Holt Harvey

Carter Holt Harvey is approximately 50.5% owned by International Paper. It is
one of the largest forest products companies in the Southern Hemisphere, with
operations mainly in New Zealand and Australia. The Australasian region accounts
for about 80% of its sales. Asia is an important

9

market for its logs, pulp and linerboard products. Carter Holt Harvey's major
businesses include:

Forest Operations, including ownership of 810,000 acres of predominantly
radiata pine plantations that yield over 6.5 million tons of logs annually.

Wood Products, including over 600 million board feet of lumber capacity and
about 900 million square feet of plywood and panel production. Carter Holt
Harvey is the largest Australasian producer of lumber, plywood, laminated
veneer lumber and panel products.

Pulp and Paper Products, with overall capacity of more than 1.0 million
tons of annual linerboard and pulp capacity at four mills. Carter Holt
Harvey is New Zealand's largest manufacturer and marketer of pulp and paper
products.

Tissue Products, with nearly 190 thousand tons of annual production
capacity from two mills and seven converting plants. Carter Holt Harvey is
the largest tissue manufacturer in Australia.

Carter Holt Harvey also produces corrugated boxes, cartons and paper bags, with
a focus on the horticulture, primary produce and foodservice markets.

Specialty Businesses and Other

Chemicals: Arizona Chemical is a leading processor of crude tall oil and crude
sulfate turpentine, natural byproducts of the papermaking process. Products
include specialty resins used in adhesives and inks made at 14 plants in the
United States and Europe.

Industrial Papers: We can produce 350,000 tons of specialty industrial papers
annually that are used in applications such as pressure-sensitive labels, food
and industrial packaging, industrial sealants and tapes, and consumer hygiene
products.

Decorative Products: In the third quarter of 2002, International Paper completed
the sale of its Decorative Products Division to an affiliate of Kohlberg & Co.
Prior to the sale, they produced high- and low-pressure laminates, particleboard
and graphic arts products.

Products and brand designations appearing in italics are trademarks of
International Paper or a related company.

Industry Segment Results

Printing Papers

Printing Papers net sales for 2002 were down 4% from 2001 and increased 4% from
2000. Operating profits in 2002 were 4% lower than 2001 and were 44% lower than
2000. Lower earnings in our Coated Papers and Market Pulp businesses in 2002
more than offset increased profits from the Uncoated Papers business. Lower
costs in 2002, including the benefits of broad-based cost reduction efforts,
lower energy and raw material costs, and rationalization benefits offset about
70% of the approximately $400 million negative effect of lower average prices
versus 2001. Higher sales volumes and a more favorable product mix also helped
to mitigate the negative price effect. The Printing Papers segment took 655,000
tons of downtime during 2002, including 325,000 tons of lack-of-order downtime
to align production with customer demand. This compared with 1,015,000 tons of
downtime in 2001, of which 700,000 related to lack-oforders. In 2002, Printing
Papers permanently shut down the Hudson River mill located in Corinth, New York,
reducing coated paper capacity by approximately 100,000 tons. Capacity
reductions announced during 2001 totaled about 350,000 tons.

Uncoated Papers sales were $4.8 billion in 2002, down slightly from $4.9 billion
in 2001 and flat compared with 2000. Overall average prices in 2002 declined
from both 2001 and 2000. Annual 2002 shipments were relatively flat compared
with 2001, with some volume growth in Europe and domestic operations maintaining
volumes. Also, total capacity in the industry declined leading to higher
operating rates. Operating profits increased 36% from 2001 and 15% from 2000
benefiting from manufacturing cost reductions, favorable operating efficiencies
and lower administrative costs in our U.S. and European operations. In addition
to the cost and efficiency initiatives, the business's increased marketing focus
on key customers in targeted business segments had a positive impact on
earnings. U.S. operating results benefited from improved operating efficiencies
and capacity reductions that led to higher machine operating rates. Price
increases implemented in the fall of 2002 remained in effect through the end of
the year. Uncoated paper prices in Europe recovered somewhat from the 2001
fourth quarter, although the momentum slowed during the fourth quarter of 2002.
Continued growth in eastern Europe more than offset weaker western European
markets.

Coated Papers sales were $1.5 billion in 2002, compared with $1.6 billion in
2001 and $1.2 billion in 2000. The business operated at a loss in 2002,
primarily as a result of lower average sales prices, but was profitable in both
2001 and 2000. Shipments in 2002 increased 5%, while average prices were down
about 15% following a 7% decline in 2001. Profits benefited from record-level
machine efficiency as well as cost reduction efforts, which partially offset the
impact of lower prices during 2002.

10

Market Pulp sales from our U.S., European and Canadian facilities were $765
million in 2002 compared with $815 million and $925 million in 2001 and 2000,
respectively. Operating losses increased in 2002 compared with both 2001 and
2000 as average pulp prices eroded. Pulp prices showed some improvement
beginning in the second quarter of 2002, but declined again during the fourth
quarter. U.S. pulp volumes in 2002 were 6% higher than 2001, and were slightly
higher in Canada, while volumes in Europe declined slightly. Successful cost
reduction initiatives and strong manufacturing performance in 2002 helped to
reduce the operating losses.

Brazilian Paper sales were $440 million in 2002 compared with $460 million in
2001 and $270 million in 2000. Operating profits in 2002 were slightly lower
than 2001, but were 69% greater than 2000, which included six months of
operations after the acquisition of Champion. Volumes improved in 2002 versus
2001, although the effects of this increase could not fully offset the
unfavorable impact of weaker export prices. The increases in sales and earnings
in 2002 and 2001 over 2000 reflect a full year of reported operations versus six
months in 2000 following the Champion acquisition in June 2000.

Looking forward to 2003, we anticipate a slow but steady improvement in market
conditions following a slow first quarter. Operationally, we continue to focus
on key performance indicators including operating machine efficiency, on-time
shipping performance and cost to serve. The Printing Papers segment is well
positioned to benefit when economic expansion begins.

Industrial and Consumer Packaging

Industrial and Consumer Packaging net sales for 2002 were down 3% and 8% from
2001 and 2000, respectively. Operating profits in 2002 were up 2% from 2001 and
were down 30% from 2000. Lower average 2002 prices resulted in a $190 million
decline in revenues and operating profits, which was offset by lower overhead,
energy and material costs and a more favorable product/customer mix ($150
million) and increased sales volumes ($50 million). Downtime in this segment in
2002 declined more than 50% compared with 2001, largely reflecting facility
rationalizations in 2002 and 2001.

Industrial Packaging net sales for 2002 were $3.6 billion compared with $3.7
billion in 2001 and $4.0 billion in 2000. The effect of a 6% reduction in
average prices in 2002 versus 2001 was partially offset by a 4% improvement in
volume. Operating profits in 2002 declined 21% and 48% from 2001 and 2000,
respectively. Weak U.S. demand, coupled with pricing pressure, continued to
adversely affect results for this business. Domestic box and board average
prices declined by 6% in 2002. Domestic box shipments ended the year 2% higher
than in 2001 despite generally soft market conditions and the loss of a large
poultry customer early in the year. Containerboard price increases announced in
mid-2002 took effect more slowly than anticipated and prices averaged 9% lower
than in 2001. The markets in 2002 for the Kraft Paper business were weaker than
in 2001. Further rationalization and production realignments between the mills
had a positive impact on results. Overall business conditions for the European
Container business were relatively stable during 2002. Internal process
improvement programs were the major factor in increased earnings during 2002. In
addition, the Etienne paper machine rebuild completed during the fourth quarter
of 2001 led to improved results for 2002.

During 2002, the Industrial Packaging business took 260,000 tons of
lack-of-order downtime, continuing its policy of adjusting our production to be
in line with customer demand.

Consumer Packaging sales were $2.5 billion in 2002 compared with $2.6 billion in
both 2001 and 2000. Overall, 2002 average prices were down about 6%, while
shipments were slightly higher than 2001. Operating profits in 2002 increased
48% over 2001 and 13% over 2000 as a result of aggressive cost curtailment
initiatives and favorable raw material prices that more than offset the effects
of weaker average product pricing and mix. Our mills ran virtually at capacity
for the year as our internal capacity was well balanced with favorable customer
demand. Average bleached board prices declined in 2002 despite some improvement
in the middle of the year. Earnings in the bleached board business were
adversely affected by a paper machine upgrade completed in the third quarter
that will have a positive impact going forward. Efforts to reduce controllable
costs were a major contributor to Consumer Packaging's improved operating
profits in 2002. These efforts included the rationalization of Shorewood's
capacity, the exiting of the Aseptic business, and the further realignment of
the domestic Beverage Packaging and Foodservice systems.

Looking forward to 2003, we are not expecting improvement in demand. Markets
will remain tight with price pressure continuing. Our customer-focused market
initiatives combined with our cost control programs are expected to have a
favorable impact on future operating results.

11

Distribution

Distribution's 2002 net sales declined 7% and 13% from 2001 and 2000,
respectively. Operating profits in 2002 were significantly higher than 2001, but
were 23% lower than 2000. Lower operating costs, reflecting the impact of
restructuring and cost control efforts in 2001 and 2002, added approximately $50
million to operating profits in 2002. Additionally, an improved mix of products
and increased focus on key customer relationships added another $40 million.
Lower bad debt expense was also a positive factor. However, lower sales volumes
offset approximately $45 million of these improvements. Market conditions were
difficult in 2002, but were improved compared with a very depressed period in
2001.

xpedx, our North American distribution operation, posted sales of $6 billion,
down 6% and 13% from 2001 and 2000 levels, respectively. The weaker market
conditions experienced in 2001 continued during the first quarter of 2002. Sales
leveled off in the first half of 2002, then gradually improved over the balance
of the year. Sales in our two primary U.S. customer segments, paper and supplies
for the commercial printing industry and packaging supplies for the industrial
sector, declined 10% and 7%, respectively, in 2002 from 2001.

Earnings in 2002, however, were more than four times higher than 2001, although
about 20% lower than 2000. The cost reduction plans, initiated in 2001 and
continuing into 2002, were the primary drivers in our profit improvement in
2002. We continued our facility consolidation and cost reduction plans in 2002,
reducing headcount by an additional 700 people, bringing the total since January
2001 to 1,800, or an 18% work force reduction. Additionally in 2002, progress
was made on internal business initiatives to leverage our size and efficiency in
transaction processing. Bad debt expense in 2002 decreased 45% from 2001 when
the business experienced a number of customer bankruptcies. A higher ROI was
achieved in 2002 due to improved earnings and aggressive working capital
management, mainly reflected in lower inventories and accounts receivable.

European distribution operations posted sales of $375 million, up 7% from 2001
and about the same as in 2000. The European businesses recorded a slight gain in
2002 following a small loss in 2001 and profits in 2000.

For 2003, we expect a continued slow recovery as economic growth resumes. As of
the end of 2002, we have completed most of our restructuring activity. Future
operating results will continue to benefit from the cost reduction actions
implemented in 2002 and 2001, and from further simplification of business
processes and focused marketing initiatives.

Forest Products

Forest Products net sales for 2002 were 8% higher than in 2001, and were 30%
above 2000 totals. Operating profits in 2002 were 7% and 24% higher than 2001
and 2000, respectively. Earnings in 2002 reflected stronger contributions from
Forest Resources operations. The negative effects of lower average building
materials prices, slightly lower stumpage prices, and lower sales volumes were
partly offset by lower raw material costs. Also, overhead and operating costs
declined, reflecting reorganization actions taken in recent years. The increase
in sales and earnings in 2002 and 2001 over 2000 also reflects the operations of
Champion that were acquired in June 2000.

Forest Resources sales in 2002 were $1.2 billion compared with $960 million in
2001 and $848 million in 2000. Operating profit was 6% higher than 2001 and 17%
higher than 2000, primarily due to higher timberland sales, lower operating
costs and lower cost of timber harvested. Harvest volumes declined about 20% in
2002 compared with 2001 and 2000 levels, reflecting a lower inventory in 2002 of
mature timber. Average stumpage prices in 2002 were below 2001 and 2000 levels,
with southern pine sawtimber and pulpwood prices declining slightly versus 2001
prices. Earnings from sales of timberlands were approximately $25 million higher
in the 2002 fourth quarter than in the third quarter, resulting in a 14%
increase in timberland sales earnings in 2002 versus 2001. Earnings from
timberland sales in 2001 were 58% higher than in 2000 reflecting the larger
overall land base following the Champion acquisition in June 2000. International
Paper monetizes its forest assets in various ways, including sales of short- and
long-term harvest rights, on a pay-as-cut or lump-sum bulk sale basis, as well
as sales of timberlands.

We expect harvest volumes and sales of timberlands in 2003 to be lower than in
2002, and stumpage prices for southern yellow pine to decrease slightly, as
lumber markets continue to be adversely impacted by imports, partially offset by
reduced U.S. lumber capacity.

12

Wood Products sales in the United States in 2002 of $1.3 billion were lower than
the $1.4 billion in 2001 and even with 2000, principally due to lower average
lumber and panel prices, partially offset by improved manufacturing operations
and costs. Average prices were down 4% for lumber in 2002 versus 2001 while
volumes declined 2%. Average 2002 plywood prices were down about 5%, although
volume was up 5%, compared with 2001. Although housing starts were up slightly,
lumber imports increased in 2002, contributing to weaker average prices during
the year. The April 2002 sale of the oriented strand board facilities will have
a positive impact on future U.S. wood products results. Canadian wood products,
operated through Weldwood of Canada, reported net sales of $565 million in 2002
compared with $480 million in 2001 and $190 million from the second half of
2000, after the June 2000 acquisition of Champion. Operating profits in 2002
were 36% higher than 2001. Average prices for lumber in 2002 were about the same
as in 2001 while plywood prices showed improvement year over year. The favorable
impact of higher productivity and marketing initiatives the business implemented
in 2002 was a major factor in the earnings improvement.

Looking forward, we expect pricing in 2003 will be mixed with earnings
improvement to be driven primarily by lower operating costs and reduced
downtime.

Carter Holt Harvey

International Paper's results shown below for this segment differ from those
reported by Carter Holt Harvey in New Zealand in three major respects:
1. Carter Holt Harvey's earnings include only our share of Carter Holt
Harvey's operating earnings. Segment sales, however, represent 100% of
Carter Holt Harvey's sales.
2. Carter Holt Harvey reports in New Zealand dollars but our segment results
are reported in U.S. dollars. The weighted average currency exchange rate
used to translate New Zealand dollars to U.S. dollars was 0.47 in 2002,
0.41 in 2001 and 0.46 in 2000.
3. Carter Holt Harvey reports under New Zealand accounting standards, but our
segment results comply with generally accepted accounting principles in the
United States. The major differences relate to cost of timber harvested
(COTH), goodwill amortization, pensions, deferred taxes and financial
instruments. These differences reduced segment earnings by approximately
$24 million in 2002, $30 million in 2001 and $20 million in 2000.

Carter Holt Harvey's 2002 net sales were 12% higher than 2001 and were 14%
higher than 2000. Operating profits in 2002 were significantly improved over
2001's results but were 21% less than in 2000, when pulp prices were at a five
year high. Essentially all of the increase in operating profits from 2001 was
due to the effects of cost and margin control initiatives.

Forest and Wood Products results improved significantly in 2002 as the
residential housing markets in Australia and New Zealand strengthened, resulting
in increased volumes. 2002 log exports were at similar levels to 2001 while log
prices were slightly higher. The Pulp and Paper business recorded a loss for the
year primarily due to weakening pulp sales prices. Tissue results improved in
2002 compared with 2001, benefiting from lower pulp prices and successful
marketing initiatives. Higher earnings in the Packaging business reflect the
margin improvement and cost control programs that were implemented during 2002.

Operating results for 2003 will be dependent on changes in global economic
conditions. Economic growth in 2003 for Australia and New Zealand is expected to
drop from the strong 2002 levels. The housing market in Australia is expected to
decrease in 2003 from the record high levels experienced in 2002. However,
prices for key commodities such as pulp and logs are expected to improve on 2002
prices.

Specialty Businesses and Other

The Specialty Businesses and Other segment includes Arizona Chemical, Chemical
Cellulose Pulp and Industrial Papers. Also included are businesses identified in
our divestiture program whose results are included in this segment for periods
prior to their sale.

Chemicals sales were $595 million in 2002, compared with $566 million in 2001
and $632 million in 2000. Operating profits in 2002 were about 7% lower than in
2001, and about half of the 2000 level, as cost reduction efforts partially
offset the negative impact of higher material costs and lower average prices.

Industrial Papers sales were $436 million in 2002 compared with sales of $451
million in 2001 and $498 million in 2000. Operating profit in 2002 was up 62%
and 11% from 2001 and 2000, respectively. Lower input costs, mix improvements,
and less downtime, partially offset by weaker prices, contributed to the
improvement in operating profits in 2002.

13

Other businesses in the above totals include operations that have been sold,
including Masonite, the oil and gas and mineral royalty business, Decorative
Products, Zanders, Flexible Packaging, Retail Packaging, Bush Boake Allen, the
former Champion Hamilton Mill, and the Curtis/Palmer hydroelectric facility.
Sales for these businesses were approximately $500 million in 2002 compared with
$1.3 billion in 2001 and $3.1 billion in 2000. Also included is the Chemical
Cellulose Pulp business. In January 2003, we announced that the Natchez,
Mississippi, dissolving pulp mill comprising this business would be closed in
mid-2003.

Corporate Items and Interest Expense

For the twelve months ended December 31, 2002, corporate net expense was $253
million compared with $369 million in 2001 and $285 million in 2000. The
decrease in 2002 was primarily due to the elimination of goodwill amortization,
higher net foreign exchange gains, lower natural gas hedging costs and income
from the sale of shares received from an insurance company demutualization,
offset in part by lower pension income and higher benefit and inventory related
costs.

Net interest expense decreased to $783 million in 2002 compared with $929
million in 2001 and $816 million in 2000. The decrease in 2002 reflects lower
interest rates and the reductions in long-term debt in 2001. The increase in
2001 included a full year of interest on debt incurred in connection with the
Champion acquisition compared with a half year in 2000. Proceeds received from
the sale of assets in 2002, 2001 and 2000, were used to reduce debt and for
other general corporate purposes.

Minority interest expense, net of taxes, decreased to $130 million in 2002,
compared with $147 million in 2001 and $238 million in 2000. The decreases
reflect lower earnings in 2002 compared with both 2001 and 2000, as well as
divestitures in 2001.

Liquidity and Capital Resources

Cash Provided by Operations

Cash provided by operations totaled $2.1 billion for 2002, compared with $1.7
billion in 2001 and $2.4 billion in 2000. The increase in operating cash flow in
2002 reflects lower working capital requirements and higher earnings before
special items and the cumulative effect of an accounting change. Excluding
special and extraordinary items and the cumulative effect of accounting changes,
net earnings after taxes and minority interest for 2002 increased $326 million
from 2001, due principally to higher operating earnings reflecting lower
depreciation and amortization expense. A decrease in working capital increased
2002 operating cash flow by $368 million. The decrease in operating cash flow in
2001 reflects lower earnings before special and extraordinary items and
accounting changes. Excluding special and extraordinary items and accounting
changes, after taxes and minority interest, net earnings for 2001 decreased $755
million from 2000. Working capital changes increased 2001 operating cash flow by
$279 million and decreased 2000 operating cash flow by $146 million.
Depreciation and amortization expense was $1.6 billion in 2002 and $1.9 billion
in both 2001 and 2000.

Investment Activities

Capital spending was $1.0 billion in 2002, or 64% of depreciation and
amortization as compared to $1.0 billion, or 56% of depreciation and
amortization in 2001, and $1.4 billion, or 71% of depreciation and amortization
in 2000. Higher spending in 2000 was the result of capital projects for
Champion. As part of our emphasis on improving return on investment, we have
continued to hold annual capital spending well below annual depreciation and
amortization expense. Discretionary capital spending has been focused on cost
reduction, process stabilization and customer service improvement.

The following table presents capital spending by each of our business segments
for the years ended December 31, 2002, 2001 and 2000.

We expect capital expenditures in 2003 to be about $1.3 billion, or about 81% of
depreciation and amortization.

Mergers and Acquisitions

In December 2002, Carter Holt Harvey acquired Starwood Australia's Bell Bay
medium density fiberboard plant in Tasmania for $28 million in cash.

In April 2001, Carter Holt Harvey acquired Norske Skog's Tasman Kraft pulp
manufacturing business for $130 million in cash.

In June 2000, International Paper completed the acquisition of Champion, a
leading manufacturer of paper for business

14

communications, commercial printing and publications, with significant market
pulp, plywood and lumber manufacturing operations. Champion shareholders
received $50 in cash per share and $25 worth of International Paper common stock
for each Champion share. Champion shares were acquired for approximately $5
billion in cash and 68.7 million shares of International Paper common stock with
a fair market value of $2.4 billion. Approximately $2.8 billion of Champion debt
was assumed.

In April 2000, Carter Holt Harvey purchased CSR Limited's medium density
fiberboard and particleboard businesses and its Oberon sawmill for approximately
$200 million in cash.

In March 2000, International Paper acquired Shorewood, a leader in the
manufacture of premium retail packaging, for approximately $640 million in cash
and the assumption of $280 million of debt.

All of the above acquisitions were accounted for using the purchase method. The
operating results of these mergers and acquisitions have been included in the
consolidated statement of earnings from the dates of acquisition.

In March 2001, International Paper and Carter Holt Harvey each acquired a 25%
interest in International Paper Pacific Millennium Limited. The resulting
investment is accounted for under the equity method and is included in
Investments in the accompanying consolidated balance sheet.

Financing Activities

Financing activities during 2002 included debt issuances of $2.0 billion and
retirements of $3.0 billion, for a net debt reduction of $1.0 billion. Debt
issuances in 2002 included $1.2 billion of 5.85% Senior Unsecured Notes due
October 30, 2012, the proceeds of which were used to retire most of
International Paper's $1.2 billion of 8.0% notes due July 2003 that were issued
in connection with the Champion acquisition.

Financing activities during 2001 included a net debt reduction of $1.4 billion,
primarily from proceeds from divestitures. Debt issuances in 2001 included $1.0
billion of 6.75% Senior Unsecured Notes due September 1, 2011, which yielded
proceeds of $993 million, and $2.1 billion of zero-coupon Convertible Senior
Debentures due June 20, 2021, which yielded proceeds of approximately $1.0
billion.

Financing activities during 2000 included $6.3 billion of debt issuances,
including $4.3 billion in long-term debt and $2 billion of short-term debt
instruments (largely commercial paper) issued mainly to finance the Champion and
Shorewood acquisitions. In addition, we assumed approximately $3.0 billion of
debt associated with acquisitions, and subsequently reduced the acquired debt
balances by $450 million. We repaid $600 million of maturing long-term debt and
$1.0 billion in short-term debt from divestiture proceeds and operating cash
flows, as well as $700 million of Carter Holt Harvey debt from proceeds received
on the sale of its interest in COPEC. Dividend payments totaled $482 million in
both 2002 and 2001, and $447 million in 2000. The International Paper common
stock dividend remained at $1.00 per share during the three-year period.

At December 31, 2002 and 2001, cash and temporary investments totaled $1.1
billion and $1.2 billion, respectively.

Capital Resources Outlook for 2003

International Paper has the ability to fund capital expenditures, service
existing debt, and meet working capital and dividend requirements during 2003
through various sources of short- and long-term capital.

In addition to existing cash balances and cash provided from operations,
short-term liquidity requirements can be met using commercial paper funding.
International Paper currently holds short-term credit ratings by Standard &
Poor's and Moody's Investors Services of A-2 and P-2, respectively. At December
31, 2002, International Paper had no commercial paper borrowings outstanding.
Should a ratings change or market event affect International Paper's ability to
access the commercial paper market, short-term liquidity needs could be met
through committed revolving credit facilities in excess of $2.0 billion. At
December 31, 2002, these facilities were unused. In addition, International
Paper has the ability to raise up to $600 million through an asset-backed
accounts receivable securitization program established in 2001. At December 31,
2002, this facility was also unused. International Paper believes that these
sources will be adequate to fund capital requirements in 2003.

International Paper has approximately $485 million of debt scheduled for
repayment in 2003. We anticipate using new debt issuances to refinance maturing
debt balances. Contractual obligations for future payments under existing debt
and lease commitments at December 31, 2002 were as follows:

The majority of International Paper's debt is accessed through global public
capital markets where we have a wide base of investors.

15

Special Items Including Restructuring and Business Improvement Actions:

Divestitures

In 2000, International Paper announced a divestment program following the
Champion acquisition and the completion of a strategic analysis to focus on
International Paper's core businesses. Through December 31, 2002, more than $3
billion had been realized under the program, including cash and notes received
plus debt assumed by the buyers.

Net (Gains) Losses on Sales and Impairments of Businesses Held for Sale

2002: In the fourth quarter of 2002, International Paper recorded a $10 million
pre-tax credit ($4 million after taxes) to adjust estimated accrued costs of
businesses previously sold.

In the third quarter of 2002, International Paper completed the sale of its
Decorative Products operations to an affiliate of Kohlberg & Co. for
approximately $100 million in cash and a note receivable with a fair market
value of $13 million. This transaction resulted in no gain or loss as these
assets had previously been written down to fair market value. Also during the
third quarter of 2002, a net gain of $3 million before taxes ($1 million after
taxes) was recorded related to adjustments of previously recorded costs of
businesses held for sale.

During the second quarter of 2002, a net gain on sales of businesses held for
sale of $28 million before taxes and minority interest ($96 million after taxes
and minority interest) was recorded, including a pre-tax gain of $63 million
($40 million after taxes) from the sale in April 2002 of International Paper's
oriented strand board facilities to Nexfor Inc. for $250 million, and a net
charge of $35 million before taxes and minority interest (a gain of $56 million
after taxes and minority interest) relating to other sales and adjustments of
previously recorded estimated costs of businesses held for sale. This net
pre-tax charge included:
(1) a $2 million net loss associated with the sales of the Wilmington carton
plant and Carter Holt Harvey's distribution business;
(2) an additional loss of $12 million to write down the net assets of
Decorative Products to the amount realized on the subsequent sale;
(3) $11 million of additional expenses relating to the decision to continue to
operate Arizona Chemical, including a $3 million adjustment of previously
estimated costs incurred in connection with the prior sale effort and an $8
million charge to permanently close a production facility; and
(4) a $10 million charge for additional expenses relating to prior
divestitures.

The impairment charge recorded for Arizona Chemical in the fourth quarter of
2001 (see below) included a tax expense based on the form of sale being
negotiated at that time. As a result of the decision in the second quarter of
2002 to discontinue sale efforts and to hold and operate Arizona Chemical in the
future, this provision was no longer required. Consequently, special items for
the second quarter included a gain of $28 million before taxes and minority
interest, with an associated $96 million benefit after taxes and minority
interest.

The 2002 net gains, totaling $41 million (discussed above) are included in Net
(gains) losses on sales and impairments of businesses held for sale in the
accompanying consolidated statement of earnings.

2001: In the fourth quarter of 2001, a pre-tax impairment loss of $582 million
($524 million after taxes) was recorded, including $576 million to write down
the net assets of Arizona Chemical, Decorative Products and Industrial Papers to
an estimated realizable value of approximately $550 million, and $6 million of
severance for the reduction of 189 employees in the Chemical Cellulose Pulp
business. Also in the fourth quarter, International Paper sold its Mobile,
Alabama Retail Packaging facility to Ampac, resulting in a pre-tax loss of $9
million.

In the third quarter of 2001, International Paper sold Masonite Corporation
(Masonite) to Premdor Inc. of Toronto, Canada, resulting in a pre-tax loss of
$87 million, its Flexible Packaging business to Exo-Tech Packaging, LLC,
resulting in a pre-tax loss of $31 million, and its Curtis/Palmer hydroelectric
generating project in Corinth, New York to TransCanada Pipelines Limited,
resulting in a pre-tax gain of $215 million. Additionally, a pre-tax impairment
loss of $50 million ($32 million after taxes) was recorded in the third quarter
to write down the Chemical Cellulose assets to their expected realizable value
of approximately $25 million.

In the second quarter of 2001, a pre-tax impairment loss of $85 million ($55
million after taxes) was recorded to reduce the carrying value of the Flexible
Packaging assets to their expected realizable value of approximately $85 million
based on preliminary offers received.

The 2001 losses discussed above, totaling $629 million, are included in Net
(gains) losses on sales and impairments of businesses held for sale in the
accompanying consolidated statement of earnings.

Structured Transactions

In connection with a sale of forestlands in the state of Washington in 2001,
International Paper received notes having a value of approximately $480 million
on the date of

16

sale. During 2001, International Paper transferred the Notes to an
unconsolidated entity in exchange for a preferred interest in that entity valued
at approximately $480 million, and accounted for this transfer as a sale of the
Notes for financial reporting purposes with no associated gain or loss. Also
during 2001, the entity acquired approximately $561 million of other
International Paper debt obligations for cash. At December 31, 2001,
International Paper offset, for financial reporting purposes, the $480 million
of International Paper debt obligations held by the entity since International
Paper had, and intended to effect, a legal right to net settle these two
amounts.

In December 2002, International Paper acquired an option to purchase the third
party's interest in the unconsolidated entity and modified the terms of the
entity's special loss allocation between the third party and International
Paper. These actions required International Paper to consolidate this entity at
December 31, 2002, resulting in increases in installment notes receivable
(included in Deferred charges and other assets) of $480 million, Long-term debt
of $460 million and Minority interest of $20 million.

Also, in connection with the sale of the oil and gas properties and fee mineral
and royalty interests in 2001, International Paper received a non-controlling
preferred limited partnership interest valued at approximately $234 million. The
unconsolidated partnership also loaned $244 million to International Paper in
2001. Since International Paper has, and intends to effect, a legal right to net
settle these two amounts, we have offset for financial reporting purposes the
preferred interest against the note payable.

Restructuring and Other Charges

International Paper continually evaluates its operations for opportunities for
improvement. These evaluations are targeted to (a) focus our portfolio on our
core businesses of paper, packaging and forest products, (b) operate fewer
facilities with the same revenue capability, (c) reduce costs, and (d)
rationalize and realign capacity. Annually, strategic operating plans are
developed by each of our businesses to demonstrate that they will achieve a
return at least equal to their cost of capital over an economic cycle. If it
subsequently becomes apparent that a facility's plan will not be achieved, a
decision is then made to either (a) shut down the facility and record the
corresponding charge, or (b) evaluate the expected recovery of the carrying
value of the facility to determine if an impairment of the asset value of the
facility has occurred under SFAS No. 144.

In recent years, this policy has led to the shutdown of a number of facilities
and the recording of significant asset impairment charges and severance costs.
As this profit improvement initiative is ongoing, it is possible that
significant additional charges and costs will be incurred in future periods in
our core businesses should such triggering events occur.

2002: During 2002, restructuring and other charges of $695 million before taxes
and minority interest ($435 million after taxes and minority interest) were
recorded. These charges included a $199 million charge before taxes and minority
interest ($130 million after taxes and minority interest) for asset shutdowns of
excess internal capacity and cost reduction actions, a $450 million pre-tax
charge ($278 million after taxes) for additional exterior siding legal reserves,
and a charge of $46 million before taxes and minority interest ($27 million
after taxes and minority interest) for early debt retirement costs. In addition,
a $68 million pre-tax credit ($43 million after taxes) was recorded in 2002 for
the reversal of 2001 and 2000 reserves no longer required.

The $199 million charge for the asset shutdowns of excess internal capacity and
cost reduction actions consisted of a $101 million charge in the fourth quarter
of 2002, a $19 million charge in the third quarter of 2002 and a $79 million
charge in the second quarter of 2002. The fourth-quarter charge included $29
million of asset write-downs and $72 million of severance and other charges. The
third-quarter charge included $9 million of asset write-downs and $10 million of
severance and other charges. The second-quarter charge consisted of $42 million
of asset write-downs and $37 million of severance and other charges.

2001: During 2001, restructuring and other charges before taxes and minority
interest of $1.1 billion ($752 million after taxes and minority interest) were
recorded. These charges included an $892 million charge before taxes and
minority interest ($606 million after taxes and minority interest) for asset
shutdowns of excess internal capacity and cost reduction actions, and a $225
million pre-tax charge ($146 million after taxes) for additional exterior siding
legal reserves. In addition, a $17 million pre-tax credit ($11 million after
taxes) was recorded in 2001 for the reversal of excess 2000 and 1999
restructuring reserves.

The $892 million charge for the asset shutdowns of excess internal capacity and
cost reduction actions consisted of a $171 million charge in the fourth quarter
of 2001, a $256 million charge in the third quarter of 2001 and a $465 million
charge in the second quarter of 2001. The fourth-quarter charge consisted of $84
million of asset write-downs and $87 million of severance and other charges. The
third-quarter charge consisted of $183 million of asset write-downs and $73
million of severance and other charges. The second-quarter charge consisted of
$240 million of asset write-downs and $225 million of severance and other
charges.

17

2000: During 2000, restructuring and other charges before taxes and minority
interest of $949 million ($589 million after taxes and minority interest) were
recorded. These charges included an $824 million charge before taxes and
minority interest ($509 million after taxes and minority interest) for asset
shutdowns of excess internal capacity and cost reduction actions, and a $125
million pre-tax charge ($80 million after taxes) for additional exterior siding
legal reserves. In addition, a $34 million pre-tax credit ($21 million after
taxes) was recorded in 2000 for the reversal of excess 1999 restructuring
reserves and Union Camp mergerrelated termination benefit reserves.

The $824 million charge for the asset shutdowns of excess internal capacity and
cost reduction actions consisted of a $753 million charge in the fourth quarter
of 2000 and a $71 million charge in the second quarter of 2000. The
fourthquarter charge consisted of $536 million of asset write-downs and $217
million of severance and other charges. The second-quarter charge consisted of
$40 million of asset write-downs and $31 million of severance and other charges.

A further discussion of restructuring and business improvement charges and
exterior siding legal reserves can be found in Notes 6 and 11, respectively, of
the Notes to Consolidated Financial Statements in Item 8. Financial Statements
and Supplementary Data.

Merger Integration Costs

During 2001 and 2000, International Paper recorded pre-tax charges of $42
million ($28 million after taxes) and $54 million ($33 million after taxes),
respectively, for Champion and Union Camp merger integration costs. These costs
consisted primarily of systems integration, employee retention, travel and other
one-time cash costs related to the integrations of Champion and Union Camp.

Extraordinary Items

During the first quarter of 2001, extraordinary pre-tax losses totaling $73
million ($46 million after taxes) were recorded, including $60 million ($38
million after taxes) for impairment losses to reduce the assets of Masonite to
their estimated realizable value based on offers received, and $13 million ($8
million after taxes) from a loss on the sale of oil and gas properties and fee
mineral and royalty interests. Pursuant to the pooling-of-interest rules, these
losses were recorded as extraordinary items in Net losses on sales and
impairments of businesses held for sale in the accompanying consolidated
statement of earnings.

In the first quarter of 2001, International Paper completed the sale of its
interest in Zanders, a European coated papers business, to M-Real (formerly
Metsa Serla) for approximately $120 million and the assumption of $80 million of
debt. This transaction resulted in an extraordinary loss of $245 million after
taxes and minority interest, which was recorded in the third quarter of 2000
(see below) when the decision was made to sell this business.

In the fourth quarter of 2000, Fine Papers, the Chemical Cellulose Pulp business
and the Flexible Packaging business in Argentina were written down to their
estimated fair market values of approximately $235 million based on projected
sales proceeds, resulting in a pre-tax charge of $373 million ($231 million
after taxes). Also in the fourth quarter, International Paper sold its interest
in Bush Boake Allen, a majority-owned subsidiary, for $640 million, resulting in
an extraordinary gain of $183 million after taxes and minority interest. Carter
Holt Harvey also sold its Plastics division in November, which resulted in an
extraordinary loss of $2 million after taxes and minority interest.

During the third quarter of 2000, International Paper recorded an extraordinary
loss of $460 million before taxes ($310 million after taxes) to write down the
net assets of Masonite and Zanders to their estimated realizable value of $520
million.

In the first quarter of 2000, International Paper sold its equity interest in
Scitex for $79 million, and Carter Holt Harvey sold its equity interest in
Compania de Petroleos de Chile (COPEC) for just over $1.2 billion. These sales
resulted in a combined extraordinary gain of $134 million after taxes and
minority interest.

Pursuant to the pooling-of-interest rules, the 2000 gains and losses discussed
above, totaling a $226 million net loss after taxes and minority interest, were
recorded as extraordinary items in Net losses on sales and impairments of
businesses held for sale in the accompanying consolidated statement of earnings.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires International Paper to
establish accounting policies and to make estimates that affect both the amounts
and timing of the recording of assets, liabilities, revenues and expenses. Some
of these estimates require judgments about matters that are inherently
uncertain.

Accounting policies whose application may have a significant effect on the
reported results of operations and financial position of International Paper,
and that can require judgments by management that affect their application,
include SFAS No. 5, "Accounting for Contingencies," SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-

18

Lived Assets," SFAS No. 142, "Goodwill and Other Intangible Assets," SFAS No.
87, "Employers' Accounting for Pensions," as amended by SFAS No. 132,
"Employers' Disclosures About Pension and Other Postretirement Benefits," and
SFAS No. 109, "Accounting for Income Taxes." The following is a discussion of
the impact of these accounting policies on International Paper:

Contingent Liabilities. Accruals for matters including legal and environmental
matters are recorded when it is probable that a liability has been incurred or
an asset impaired and the amount of the loss can be reasonably estimated.
Liabilities accrued for legal matters require judgments regarding projected
outcomes and range of loss based on historical experience and recommendations of
legal counsel. Additionally, as discussed in Note 11 of the Notes to
Consolidated Financial Statements in Item 8. Financial Statements and
Supplementary Data, reserves for projected future claims settlements relating to
exterior siding products previously manufactured by Masonite require judgments
regarding projections of future claims rates and amounts. International Paper
utilizes independent third parties to assist in developing these estimates.
Liabilities for environmental matters require evaluations of relevant
environmental regulations and estimates of future remediation alternatives and
costs. International Paper determines these estimates after a detailed
evaluation of each site.

Impairment of Long-Lived Assets and Goodwill. An impairment of a long-lived
asset exists when the asset carrying amount exceeds its fair value, and is
recorded when the carrying amount is not recoverable through future operations.
A goodwill impairment exists when the carrying amount of goodwill exceeds its
fair value. Assessments of possible impairments of long-lived assets and
goodwill are made when events or changes in circumstances indicate that the
carrying value of the asset may not be recoverable through future operations.
Additionally, testing for possible impairment of recorded goodwill and
intangible asset balances is required annually. The amount and timing of
impairment charges for these assets require the estimation of future cash flows
and the fair market value of the related assets.

Pension and Postretirement Benefit Obligations. The charges recorded for pension
and other postretirement benefit obligations are determined annually in
conjunction with International Paper's consulting actuary, and are dependent
upon various assumptions including the expected long-term rate of return on plan
assets, discount rates, projected future compensation increases, health care
cost trend rates and mortality rates.

Income Taxes. International Paper records provisions for U.S. federal, state and
foreign income taxes based on the respective tax rules and regulations for the
jurisdictions in which it operates, and judgments as to the allocation of income
and the amount of deductions relating to those jurisdictions. Domestic and
foreign tax authorities frequently challenge the timing and amounts of these
income allocations and deductions. International Paper records reserves for
estimated taxes payable and for projected settlements of these disputes.
However, the final resolution of these challenges can differ from estimated
amounts.

While the judgments and estimates made by International Paper are based on
historical experience and other assumptions that management believes are
appropriate and reasonable under current circumstances, actual resolution of
these matters may differ from recorded estimated amounts, resulting in charges
or credits that could materially affect future financial statements.

Significant Accounting Estimates

Pension Accounting. At December 31, 2001, a prepaid pension cost asset of
approximately $1.6 billion related to International Paper's qualified pension
plans was included in Deferred charges and other assets in the consolidated
balance sheet. At December 31, 2002, the market value of plan assets was less
than the accumulated benefit obligation for these plans. As a result, as
required under U.S. generally accepted accounting principles, the prepaid asset
value of approximately $1.7 billion at December 31, 2002 was written off, and a
minimum liability of approximately $1.0 billion was established, by an after-tax
charge of approximately $1.5 billion to Shareholders' equity with no impact on
earnings or cash flow. This reduction of equity had no adverse effect on
International Paper's debt covenants.

Net periodic pension and postretirement plan income included in operating
results was as follows:

The decrease in pension income for U.S. plans in 2002 was principally due to a
reduction in the expected long-term rate of return on plan assets to 9.25% for
2002 from 10% for 2001, with smaller impacts from a reduction in the assumed
discount rate to 7.25% for 2002 from 7.5% for 2001 and a reduction in the
assumed rate of future compensation increases to 4.5% in 2002 from 4.75% in
2001. The increase in pension income in 2001 was primarily due to the Champion
acquisition.

19

After consultation with our actuaries, International Paper determines these
actuarial assumptions on December 31 of each year to calculate liability
information as of that date and pension expense for the following year. The
discount rate assumption is determined based on the internal rate of return for
a portfolio of high quality bonds (Moody's Aa Corporate bonds) with maturities
that are consistent with projected future plan cash flows. The expected
long-term rate of return on plan assets is based on historical and projected
average rates of return for current and planned asset classes in the plan
investment portfolio. The market value of plan assets for International Paper's
U.S. plans at December 31, 2002, totaled approximately $5.6 billion, consisting
of approximately 60% equity securities, 30% fixed income securities, and 10%
real estate and other assets. Plan assets included approximately $25 million of
International Paper common stock.

Actual rates of return earned on plan assets for each of the last 10 years were:

SFAS No. 87, "Employers' Accounting for Pensions," provides for delayed
recognition of actuarial gains and losses, including amounts arising from
changes in the estimated projected plan benefit obligation due to changes in the
assumed discount rate, differences between the actual and expected return on
plan assets, and other assumption changes. These net gains and losses are
recognized in pension expense prospectively over a period that approximates the
average remaining service period of active employees expected to receive
benefits under the plans (approximately 15 years) to the extent that they are
not offset by gains and losses in subsequent years. At December 31, 2002,
unrecognized net actuarial losses for International Paper's U.S. plans totaled
approximately $2.9 billion, reflecting declines in the fair value of plan assets
and discount rates during 2002. Unless offset by the future unrecognized gains
from higher discount rates or higher than projected returns on plan assets in
future years, the amortization of these unrecognized losses will increase
pension expense by approximately $30 million per year for each of the next three
years.

For 2003, net pension income is expected to decrease by approximately $100
million, principally reflecting a decrease in the expected long-term rate of
return on plan assets to 8.75% in 2003 from 9.25% in 2002, and a decrease in the
assumed discount rate to 6.5% in 2003 from 7.25% in 2002.

The expected long-term rate of return reflects projected returns for an
investment mix, determined upon completion of a detailed asset/liability study,
that meets the plans' investment objectives. Increasing (decreasing) the
expected long-term rate of return on plan assets by an additional 0.25% would
increase (decrease) 2003 pension income by approximately $17 million, while an
increase (decrease) of 0.25% in the discount rate would increase (decrease)
pension income by approximately $14 million.

While International Paper may elect to make voluntary contributions to its plans
in the coming years, it is unlikely that any minimum contributions to the plans
will be required before 2005 unless interest rates decline below current levels
or investment performance is significantly below projections.

Accounting for Stock Options. International Paper accounts for stock options
using the intrinsic value method under APB Opinion No. 25, "Accounting for Stock
Issued to Employees." Under this method, compensation expense is recorded over
the related service period when the market price exceeds the option price at the
measurement date, which is the grant date for International Paper's options. No
compensation expense is recorded as options are issued with an exercise price
equal to the market price of International Paper stock on the grant date.

During each reporting period, fully diluted earnings per share is calculated by
assuming that "in-the-money" options are exercised and the exercise proceeds are
used to repurchase shares in the marketplace. When options are actually
exercised, option proceeds are credited to equity and issued shares are included
in the computation of earnings per common share, with no effect on reported
earnings. Equity is also increased by the tax benefit that International Paper
will receive in its tax return for income reported by the optionees in their
individual tax returns.

Under the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation,"
expense for stock options is measured at the grant date based on a computed fair
value of options granted, and then charged to expense over the related service
period. Had this method of accounting been applied, additional expense of $41
million in 2002, $53 million in 2001 and $38 million in 2000 would have been
recorded, increasing the reported loss per share by 5% to ($1.92) in 2002, and
4% to ($2.60) in 2001, and reducing reported earnings per share by 28% to $0.23
in 2000.

At December 31, 2002, 37.2 million options were outstanding with exercise prices
ranging from $29.31 to $69.63 per share. At December 31, 2001, 29.1 million
options were outstanding with exercise prices ranging from $29.31 to $69.63 per
share.

20

Income Taxes

Before special and extraordinary items and cumulative effect of accounting
changes, the 2002 effective income tax rate was 29% of pre-tax earnings compared
with 28% in both 2001 and 2000. The effective income tax rates were less than
the U.S. Federal statutory tax rate primarily because of the geographic mix of
taxable earnings and the impact of state tax credits. After special items, the
effective income tax rate was (15%), 21% and 16% for 2002, 2001 and 2000,
respectively. The benefit in 2002 reflects the reversal of the assumed
stock-sale tax treatment of the 2001 fourth-quarter writedown to net realizable
value of the assets of Arizona Chemical upon the decision to discontinue sale
efforts and to hold and operate this business in the future, and a $46 million
fourth-quarter adjustment of deferred income tax liabilities for the effect of
state tax credits and the projected taxability of the company's operations in
various state tax jurisdictions. We estimate that the 2003 effective income tax
rate will be approximately 31% based on expected earnings and business
conditions, which are subject to change.

The following tables present the impact of the special items on the effective
income tax rate for 2002, 2001 and 2000. Tax provisions (benefits) on special
items were generally provided at statutory rates, but were dependent upon the
tax attributes of the items and the tax rates in effect in the geographic
locations where the items originated.

Recent Accounting Developments

Costs Associated with Exit or Disposal Activities:

In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities." The
statement changes the measurement and timing of recognition for exit costs,
including restructuring charges, and is effective for any such activities
initiated after December 31, 2002. It requires that a liability for costs
associated with an exit or disposal activity, such as one-time termination
benefits, be recognized when the liability is incurred, rather than at the date
of a company's commitment to an exit plan. It has no effect on charges recorded
for exit activities begun prior to December 31, 2002. This standard, which
International Paper will adopt in 2003, will not have a material effect on the
company's results of operations or financial position.

21

Impairment and Disposal of Long-Lived Assets:

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." It establishes a single accounting model for the
impairment of long-lived assets to be held and used or to be disposed of by sale
or abandonment, and broadens the definition of discontinued operations.
International Paper adopted SFAS No. 144 in 2002, with no significant change in
the accounting for the impairment and disposal of long-lived assets.

Asset Retirement Obligations:

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which is effective in 2003. It requires the recording of an asset
and a liability equal to the present value of the estimated costs associated
with the retirement of long-lived assets where a legal or contractual obligation
exists. The asset is required to be depreciated over the life of the related
equipment or facility, and the liability accreted each year based on a present
value interest rate. This standard, which International Paper will adopt in
2003, will not have a material effect on the company's results of operations or
financial position.

Goodwill:

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." It changed the accounting for goodwill by eliminating goodwill
amortization beginning in 2002. It also requires at least an annual assessment
of recorded goodwill for impairment. The initial test for impairment had to be
completed by December 31, 2002, with any impairment charge recorded as a
cumulative effect of accounting change to be retroactively reflected in the
first quarter of 2002. Any impairment charges in subsequent years would be
recorded in operating results.

The initial test compared the fair value of each of International Paper's
business reporting units having recorded goodwill balances, with the business
unit's carrying amount. Fair value was determined using discounted projected
future operating cash flows, using discount rates that reflected the specific
risks inherent in each business ranging from 6.5% to 16%, with an average of
8.5%, (which were in line with rates used by financial institutions in
comparable valuations), for all business reporting units except Carter Holt
Harvey, where the average quoted market price for Carter Holt Harvey shares was
used. Where the carrying amount exceeded fair value, additional testing was
performed for possible goodwill impairment. The fair value for these business
reporting units was then allocated to individual assets and liabilities, using a
depreciated replacement cost approach for fixed assets, and outside appraised
value for intangible assets. Any excess of fair value over the allocated amounts
was equal to the implied fair value of goodwill. Where this implied goodwill
value was less than the goodwill book value, an impairment charge was
calculated.

Based on testing completed in the fourth quarter of 2002, an initial goodwill
impairment loss was recorded for the Industrial and Consumer Packaging, Carter
Holt Harvey and Printing Papers business segments totaling $1.2 billion before
minority interest. This charge had no impact on cash flows.

International Paper ceased recording goodwill amortization effective January 1,
2002. This had no effect on cash flow. The following table shows net earnings
for the year ended December 31, 2002, and pro forma net earnings for the years
ended December 31, 2001 and 2000, exclusive of goodwill amortization.

Derivatives and Hedging:

On January 1, 2001, International Paper adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS Nos. 137 and
138. The cumulative effect of adopting SFAS No. 133 was a $25 million charge to
net earnings before taxes and minority interest ($16 million after taxes and
minority interest), and a net decrease of $9 million after taxes in Accumulated
other comprehensive income (loss) (OCI). The charge to net earnings primarily
resulted from recording the fair value of certain interest rate swaps, which do
not qualify under the new rules for hedge accounting treatment. The decrease in
OCI primarily resulted from adjusting the foreign currency contracts used as
hedges of net investments in foreign operations to fair value.

LEGAL AND ENVIRONMENTAL ISSUES

International Paper is subject to extensive federal and state environmental
regulation as well as similar regulations in all other jurisdictions in which we
operate. Our continuing objectives are to: (1) control emissions and discharges
from our facilities into the air, water and groundwater to avoid adverse impacts
on the environment, (2) make continual improvements in environmental
performance, and (3)

22

maintain 100% compliance with applicable laws and regulations. A total of $53
million was spent in 2002 for capital projects to control environmental releases
into the air and water, and to assure environmentally sound management and
disposal of waste. We expect to spend approximately $134 million in 2003 for
similar capital projects, including the costs to comply with the Environmental
Protection Agency's (EPA) Cluster Rule regulations. Amounts to be spent for
environmental control projects in future years will depend on new laws and
regulations and changes in legal requirements and environmental concerns. Taking
these uncertainties into account, our preliminary estimate for additional
environmental appropriations during the year 2004 is approximately $114 million,
and during the year 2005 is approximately $131 million.

On April 15, 1998, the EPA issued final Cluster Rule regulations that
established new requirements regarding air emissions and wastewater discharges
from pulp and paper mills to be met by 2006. The projected costs included in our
estimate related to the Cluster Rule regulations for the years 2003 through 2004
are $109 million. Included in this estimate are costs associated with combustion
source standards for the pulp and paper industry, which were issued by the EPA
on January 12, 2001. Total projected Cluster Rule costs for 2005 through 2006
are $83 million.

Additional regulatory requirements that may affect future spending include the
EPA's requirements for states to assess current surface water loading from
industrial and area sources. This process, called Total Maximum Daily Load
(TMDL) allocation, could result in reduced allowable treated effluent discharges
from our manufacturing sites. To date there have been no significant impacts due
to the TMDL process as the majority of our manufacturing sites operate at levels
significantly below allowable waste loadings.

In recent years, the EPA has undertaken significant air quality initiatives
associated with nitrogen oxide emissions, regional haze, and national ambient
air quality standards. When regulatory requirements for new and changing
standards are finalized, we will add any resulting future cost projections to
our expenditure forecast.

International Paper has been named as a potentially liable party in a number of
environmental remediation actions under various federal and state laws,
including the Comprehensive Environmental Response, Compensation and Liability
Act (CERCLA). Related costs are recorded in the financial statements when they
are probable and reasonably estimable. As of December 31, 2002, these
liabilities totaled approximately $57 million. In addition to CERCLA, other
remediation costs recorded as liabilities in the balance sheet totaled
approximately $64 million. Completion of these actions is not expected to have a
material adverse effect on our financial condition or results of operations. A
discussion of CERCLA proceedings can be found below under "Other Environmental."

Exterior Siding and Roofing Litigation: Three nationwide class action lawsuits
filed against International Paper have been settled in recent years. In
connection with one of these lawsuits, International Paper commenced a lawsuit
against certain insurance carriers relating to their refusal to indemnify
International Paper and, in the case of one insurance carrier, also for its
refusal to provide a defense. During 2002, an additional $450 million was
provided for claims associated with these class action lawsuits. See Note 11 of
the Notes to Consolidated Financial Statements in Item 8. Financial Statements
and Supplementary Data for a detailed discussion of these matters.

Other Litigation: In March and April 2000, Champion and 10 members of its board
of directors were served with six lawsuits that were filed in the Supreme Court
for the State of New York, New York County. Each of the suits purported to be a
class action filed on behalf of Champion shareholders and alleged that the
defendants breached their fiduciary duties in connection with the proposed
merger with UPM-Kymmene Corporation and the merger proposal from International
Paper. On September 26, 2002, the parties signed a stipulation of settlement
providing for the settlement and final disposition of this lawsuit. Pursuant to
the stipulation, International Paper will donate $100,000 to a law school
designated by the Court to fund educational programs in support of corporate
governance and shareholder rights. International Paper will also pay such
attorneys' fees and expenses of plaintiffs' counsel as may be awarded by the
Court, up to $300,000. The Court held a hearing on the fairness of the proposed
settlement on February 10, 2003.

On May 14, 1999, and May 18, 1999, two lawsuits were filed in federal court in
the Eastern District of Pennsylvania against International Paper, the former
Union Camp Corporation and other manufacturers of linerboard. These suits allege
that the defendants conspired to fix prices for linerboard and corrugated sheets
during the period October 1, 1993, through November 30, 1995. These lawsuits
seek injunctive relief as well as treble damages and other costs associated with
the litigation. The cases have been consolidated. The plaintiffs in these
consolidated cases sought certification on behalf of both corrugated sheet
purchasers and corrugated container purchasers. On September 4, 2001, the
district court certified both classes. Defendants filed a petition appealing the
certification order, which the Court of Appeals for the Third Circuit, in its
discretion, granted. On September 5, 2002, the Court of Appeals for the Third
Circuit affirmed the district court's certification decision. On January 14,
2003, the defendants filed a petition for certiorari with the U.S. Supreme Court

23

seeking a review of the Court of Appeals decision. Discovery in the case is
ongoing.

In 2000, purchasers of high-pressure laminates filed a number of purported class
actions under the federal antitrust laws alleging that International Paper's
Nevamar division (which was part of the Decorative Products division)
participated in a price-fixing conspiracy with competitors. These lawsuits seek
injunctive relief as well as treble damages and other costs associated with the
litigation. These cases have been consolidated in federal district court in New
York. In 2000 and 2001, indirect purchasers of high-pressure laminates also
filed similar purported class actions cases under various state antitrust and
consumer protection statutes in Arizona, California, Florida, Maine, Michigan,
Minnesota, New Mexico, New York, North Carolina, North Dakota, South Dakota,
Tennessee, West Virginia, Wisconsin and the District of Columbia. The case in
New York state court, and one of the two Michigan cases, have been dismissed,
while all of the other state cases, except for California, have been stayed
pending resolution of the federal cases. Discovery in the federal cases is
ongoing. In the third quarter of 2002, International Paper completed the sale of
the Decorative Products operations, but retained any liability for these cases.

Other Environmental: In May 2002, an internal environmental audit revealed that
two lithographic presses at a Shorewood facility in Edison, New Jersey were
being operated without required state air certificates. Shorewood is a wholly
owned subsidiary of International Paper. The presses were shut down, and the
discovery was voluntarily disclosed to the New Jersey Department of
Environmental Protection (Department). Following the disclosure, the Department
issued appropriate state air certificates. In January 2003, the related
enforcement action was closed with no penalties.

In February 2000, the Town of Lyman, South Carolina issued an administrative
order alleging past violations of a wastewater pretreatment permit at the former
Union Camp folding carton facility in Spartanburg, South Carolina. While
International Paper has satisfied the terms of the order, the Town of Lyman has
indicated that it is seeking penalties and other surcharges that together may
exceed $100,000. We are engaged in settlement discussions with the Town of
Lyman.

In connection with the EPA's well-publicized PSD air permit enforcement
initiative against the paper industry, the EPA has issued requests for
information related to air permit compliance to five International Paper mills.
As of February 2003, none of these requests for information has resulted in
enforcement actions.

As of February 2003, there were no other pending judicial proceedings, brought
by government authorities against International Paper, for alleged violations of
applicable environmental laws or regulations. International Paper is engaged in
various other proceedings that arise under applicable environmental and safety
laws or regulations, including approximately 117 active proceedings under CERCLA
and comparable state laws. Most of these proceedings involve the cleanup of
hazardous substances at large commercial landfills that received waste from many
different sources. While joint and several liability is authorized under CERCLA,
as a practical matter, liability for CERCLA cleanups is allocated among the many
potential responsible parties. Based upon previous experience with respect to
the cleanup of hazardous substances and upon presently available information,
International Paper believes that it has no, or de minimis, liability with
respect to 20 of these sites; that liability is not likely to be significant at
55 sites; and that estimates of liability at the other 42 sites is likely to be
significant, but not material to International Paper's consolidated financial
position or results of operations. International Paper believes that the
probable liability associated with all of the CERCLA proceedings is
approximately $57 million.

International Paper is involved in other contractual disputes, administrative
and legal proceedings and investigations of various types. While any litigation,
proceeding or investigation has an element of uncertainty, we believe that the
outcome of any proceeding, lawsuit or claim that is pending or threatened, or
all of them combined, will not have a material adverse effect on our
consolidated financial position or results of operations.

IMPACT OF EURO

The introduction of the euro for noncash transactions took place on January 1,
1999, with 11 countries participating in the first wave: Austria, Belgium,
Finland, France, Germany, Ireland, Italy, Luxembourg, Netherlands, Portugal and
Spain. The euro has traded on world currency exchanges since 1999 and is used by
our businesses in transactions. On January 2, 2002, new euro-denominated bills
and coins were issued and legacy currencies were withdrawn from circulation. The
introduction of the euro has reduced the complexity and cost of managing our
business.

Over the three-year transition period, our computer systems were updated to
ensure euro compliance. Also, we reviewed our marketing and operational policies
and procedures to ensure our ability to continue to successfully conduct all
aspects of our business in this new market. In general, our product lines have
become somewhat more international, with some leveling of prices. Total costs in
connection with the euro conversion were not material, and the conversion from
the legacy currencies to the euro did not have a material adverse effect on our
consolidated financial position or results of operations.

24

EFFECT OF INFLATION

General inflation has had minimal impact on our operating results in the last
three years. Sales prices and volumes are more strongly influenced by supply and
demand factors in specific markets and by exchange rate fluctuations than by
inflationary factors.

MARKET RISK

We use financial instruments, including fixed and variable rate debt, to finance
operations, for capital spending programs and for general corporate purposes.
Additionally, financial instruments, including various derivative contracts, are
used to hedge exposures to interest rate, commodity and foreign currency risks.
We do not use financial instruments for trading purposes. Information related to
International Paper's debt obligations is included in Note 13 of the Notes to
Consolidated Financial Statements in Item 8. Financial Statements and
Supplementary Data. A discussion of derivatives and hedging activities is
included in Note 14 of the Notes to Consolidated Financial Statements.

We assess our market risk based on changes in interest and foreign currency
rates and commodity prices utilizing a sensitivity analysis. The sensitivity
analysis measures the potential loss in earnings, fair values and cash flows
based on a hypothetical 10% change (increase and decrease) in interest and
currency rates and commodity prices.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to
short- and long-term debt obligations and investments in marketable securities.
We invest in investment grade securities of financial institutions and
industrial companies and limit exposure to any one issuer. Our investments in
marketable securities at December 31, 2002 were not significant.

We issue fixed and floating-rate debt in a proportion consistent with
International Paper's optimal capital structure, while at the same time taking
advantage of market opportunities to reduce interest expense as appropriate.
Derivative instruments, such as interest rate swaps, may be used to implement
the optimal capital structure. At December 31, 2002 and 2001, the net fair value
liability of financial instruments with exposure to interest rate risk was
approximately $10.2 billion and $10.5 billion, respectively. The potential loss
in fair value resulting from a 10% adverse shift in quoted interest rates would
be approximately $325 million and $350 million for 2002 and 2001, respectively.

Commodity Risk

The objective of our commodity exposure management is to minimize volatility in
earnings due to large fluctuations in the price of commodities. Commodity swap
and option contracts are currently used to manage risks associated with market
fluctuations in energy prices. At December 31, 2002 and 2001, the net fair value
of such contracts was an $18 million asset and a $29 million liability,
respectively. The potential loss in fair value resulting from a 10% adverse
change in the underlying commodity prices would be immaterial for 2002 and 2001.

Foreign Currency Risk

International Paper transacts business in many currencies and is also subject to
currency exchange rate risk through investments and businesses owned and
operated in foreign countries. Our objective in managing the associated foreign
currency risks is to minimize the effect of adverse exchange rate fluctuations
on our after-tax cash flows, and to prudently manage transactions in foreign
currency. We address these risks on a limited basis through financing a portion
of our investments in overseas operations with borrowings denominated in the
same currency as the operation's functional currency, or by entering into
long-term cross-currency and interest rate swaps, or short-term foreign exchange
contracts. At December 31, 2002 and 2001, the net fair value liability of
financial instruments with exposure to foreign currency risk was approximately
$570 million and $765 million, respectively. The potential loss in fair value
for such financial instruments from a 10% adverse change in quoted foreign
currency exchange rates would be immaterial for both 2002 and 2001.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the discussion under Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations on page 25 and under Item 8.
Financial Statements and Supplementary Data in Note 14 on pages 56 - 58.

25

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Information by Industry Segment and Geographic Area

For information about our industry segments, see the "Description of Industry
Segments" included on pages 8 through 10 of Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations.

For management purposes, we report the operating performance of each business
based on earnings before interest and income taxes ("EBIT") excluding special
and extraordinary items, gains or losses on sales of businesses and cumulative
effects of accounting changes. Our Carter Holt Harvey segment includes our
share, about half, of their operating earnings adjusted for U.S. generally
accepted accounting principles. The remaining half is included in minority
interest. Intersegment sales and transfers are recorded at current market
prices.

External Sales by Major Product is determined by aggregating sales from each
segment based on similar products or services. External sales are defined as
those that are made to parties outside International Paper's consolidated group,
whereas sales by segment in the Net Sales table are determined by the management
approach and include intersegment sales.

Capital Spending by Industry Segment is reported on page 14 of Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

INFORMATION BY INDUSTRY SEGMENT

INFORMATION BY GEOGRAPHIC AREA

(a) Certain reclassifications and adjustments have been made to conform to
current presentation.

(b) Includes Arizona Chemical, Chemical Cellulose Pulp and Industrial Papers.
Also included are certain other smaller businesses identified in the
company's divestiture program.

(c) Includes results of operations of Champion from date of acquisition, June
20, 2000, through June 30, 2000.

(d) 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, minority
interest, extraordinary items, and cumulative effect of accounting changes.

(e) Includes cost of timber harvested.

(f) Includes sales of products not included in our major product lines.

(g) Net sales are attributed to countries based on location of seller.

(h) Export sales to unaffiliated customers (in billions) were $1.3 in 2002,
$1.3 in 2001 and $1.6 in 2000.

(i) Long-Lived Assets includes Forestlands and Plants, Properties and
Equipment, net.

(j) Decrease in 2001 primarily due to divestitures.

(k) Operations in New Zealand and Australia account for most of the Pacific Rim
amounts.

27

Report of Management on Financial Statements

The management of International Paper Company is responsible for the fair
presentation of the information contained in the financial statements in this
Annual Report. The statements are prepared in accordance with accounting
principles generally accepted in the United States of America and reflect
management's best judgment as to our financial position, results of operations,
cash flows and related disclosures.

International Paper maintains a system of internal accounting and disclosure
controls designed to provide reasonable assurance: (a) that transactions are
properly recorded and summarized so that reliable financial records and reports
can be prepared and assets safeguarded; and (b) that information required to be
disclosed by us in reports filed with the Securities and Exchange Commission
(SEC) is recorded, processed, summarized and reported on a timely basis. We have
formed a Disclosure Committee to oversee this process. We believe that these
controls are effective and have completed all the certifications required by the
Sarbanes- Oxley Act of 2002 and SEC regulations.

Our ethics program is an important part of the internal controls system. It
includes long-standing principles and policies on ethical business conduct that
require employees to maintain the highest ethical and legal standards in the
conduct of International Paper business, that have been distributed to all
employees, a toll-free telephone helpline whereby any employee may report
suspected violations of law or International Paper's policy, and an office of
ethics and business practice. The internal controls system further includes
careful selection and training of supervisory and management personnel,
appropriate delegation of authority and division of responsibility,
dissemination of accounting and business policies throughout International
Paper, and an extensive program of internal audits with management follow-up.

The independent auditors provide an objective, independent review of
management's discharge of its responsibility for the fair presentation of our
financial statements. They review our internal controls and conduct tests of
procedures and accounting records to enable them to form the opinion set forth
in their report.

The Board of Directors, assisted by the Audit and Finance Committee (Committee),
monitors management's administration of International Paper's financial and
accounting policies and practices, and the preparation of these financial
statements. The Committee, which currently consists of five independent
directors, meets regularly with representatives of management, the independent
auditors and the Internal Auditor to review their activities. The Committee's
Charter has been modified to take into account the proposed New York Stock
Exchange rules relating to Audit Committees and to conform to the new SEC rules
and regulations promulgated as a result of the Sarbanes-Oxley Act of 2002. A
copy of the charter is included in the Company's Proxy Statement relating to the
2003 annual meeting of shareholders. The Committee has reviewed and discussed
the consolidated financial statements for the year ended December 31, 2002,
including critical accounting policies and significant management judgments,
with management and the independent auditors. The Committee's report
recommending the inclusion of such financial statements in this Annual Report on
Form 10-K is set forth in our Proxy Statement.

The independent auditors and the Internal Auditor both have free access to the
Committee and meet regularly with the Committee, with and without management
representatives in attendance.

/s/ JOHN T. DILLON
JOHN T. DILLON
Chairman and Chief Executive Officer

/s/ JOHN V. FARACI
JOHN V. FARACI
President and Chief Financial Officer

28

Report of Deloitte & Touche LLP,
Independent Auditors

To the Shareholders of International Paper Company:

We have audited the accompanying consolidated balance sheet of International
Paper Company and subsidiaries as of December 31, 2002, and the related
consolidated statements of earnings, common shareholders' equity and cash flows
for the year then ended. These financial statements are the responsibility of
International Paper's management. Our responsibility is to express an opinion on
these financial statements based on our audit. The consolidated financial
statements of International Paper Company as of December 31, 2001 and for the
years ended December 31, 2001 and 2000, before the revisions described in Note 4
to the consolidated financial statements, were audited by other auditors who
have ceased operations. Those auditors expressed an unqualified opinion on those
consolidated financial statements in their report dated February 12, 2002.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such 2002 consolidated financial statements present fairly, in
all material respects, the financial position of International Paper Company and
subsidiaries, as of December 31, 2002, and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

As described in Note 4 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142 ("SFAS 142"),
"Goodwill and Other Intangible Assets," effective January 1, 2002.

As discussed above, the financial statements of International Paper Company as
of December 31, 2001, and for the years ended December 31, 2001 and 2000, were
audited by other auditors who have ceased operations. As described in Note 4,
these financial statements have been revised to include the transitional
disclosures required by SFAS No. 142, that was adopted by the Company as
of January 1, 2002. Our audit procedures with respect to the disclosures
in Note 4 with respect to 2001 and 2000 included (a) agreeing the previously
reported earnings (loss) to the previously issued financial statements
and the adjustments to reported earnings (loss) representing amortization
expense (including any related tax effects) recognized in those periods
related to goodwill to the Company's underlying records obtained from
management, and (b) testing the mathematical accuracy of the reconciliation
of adjusted earnings (loss) to reported earnings (loss), and the related
earnings-per-share amounts. In our opinion, the disclosures for 2001 and
2000 in Note 4 are appropriate. However, we were not engaged to audit, review,
or apply any procedures to the 2001 and 2000 consolidated financial statements
of the Company other than with respect to such disclosures and, accordingly, we
do not express an opinion or any other form of assurance on the 2001 and 2000
consolidated financial statements taken as a whole.

/s/ Deloitte & Touche LLP
NEW YORK, N.Y.
FEBRUARY 10, 2003

THIS REPORT SET FORTH BELOW IS A COPY OF A PREVIOUSLY ISSUED AUDIT REPORT BY
ARTHUR ANDERSEN LLP. THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH ITS INCLUSION IN THIS FORM 10-K.

Report of Independent Public Accountants

To the Shareholders of International Paper Company:

We have audited the accompanying consolidated balance sheets of International
Paper Company (a New York corporation) and subsidiaries as of December 31, 2001
and 2000, and the related statements of earnings, common shareholders' equity
and cash flows for each of the three years ended December 31, 2001. These
financial statements are the responsibility of management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

29

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International Paper Company and
subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years ended December 31,
2001 in conformity with accounting principles generally accepted in the United
States.

As explained in Notes 4 and 14 to the financial statements, effective January 1,
2001, International Paper changed its method of accounting for derivative
instruments and hedging activities.

NEW YORK, N.Y.
FEBRUARY 12, 2002

30

INTERNATIONAL PAPER COMPANY

CONSOLIDATED STATEMENT OF EARNINGS
In millions, except per share amounts, for the years ended December 31 2002 2001 2000
- ------------------------------------------------------------------------------------------------------

Net Sales $24,976 $26,363 $28,180
------- ------- -------
Costs and Expenses
Cost of products sold 18,256 19,409 20,082
Selling and administrative expenses 2,046 2,279 2,283
Depreciation, amortization and cost of timber harvested 1,587 1,870 1,916
Distribution expenses 1,098 1,105 1,104
Taxes other than payroll and income taxes 249 265 287
Merger integration costs -- 42 54
Restructuring and other charges 695 1,117 949
Net (gains) losses on sales and impairments of businesses
held for sale (41) 629 --
------- ------- -------

Total Costs and Expenses 23,890 26,716 26,675
Reversals of reserves no longer required 68 17 34
------- ------- -------
Earnings (Loss) Before Interest, Income Taxes,
Minority Interest, Extraordinary Items and Cumulative
Effect of Accounting Changes 1,154 (336) 1,539
Interest expense, net 783 929 816
------- ------- -------
Earnings (Loss) Before Income Taxes, Minority
Interest, Extraordinary Items and Cumulative
Effect of Accounting Changes 371 (1,265) 723
Income tax provision (benefit) (54) (270) 117
Minority interest expense, net of taxes 130 147 238
------- ------- -------
Earnings (Loss) Before Extraordinary Items and
Cumulative Effect of Accounting Changes 295 (1,142) 368
Extraordinary items - Net losses on sales and impairments of
businesses held for sale, net of taxes and minority interest -- (46) (226)
Cumulative effect of accounting changes:
Transitional goodwill impairment charge, net of
minority interest (1,175) -- --
Derivatives and hedging activities, net of taxes and minority
interest -- (16) --
------- ------- -------
Net Earnings (Loss) $ (880) $(1,204) $ 142
======= ======= =======

Basic and Diluted Earnings (Loss) Per Common Share
Earnings (loss) before extraordinary items and
cumulative effect of accounting changes $ 0.61 $ (2.37) $ 0.82
Extraordinary items -- (0.10) (0.50)
Cumulative effect of accounting changes:
Transitional goodwill impairment charge (2.44) -- --
Derivatives and hedging activities -- (0.03) --
------- ------- -------
Net earnings (loss) $ (1.83) $ (2.50) $ 0.32
======= ======= =======

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

31

INTERNATIONAL PAPER COMPANY
CONSOLIDATED BALANCE SHEET
In millions at December 31 2002 2001
- ---------------------------------------------------------------------------------------------------------

Assets
Current Assets
Cash and temporary investments $ 1,074 $ 1,224
Accounts and notes receivable, less allowances of
$169 in 2002 and $179 in 2001 2,780 2,778
Inventories 2,879 2,877
Assets of businesses held for sale 128 219
Other current assets 877 1,057
------- -------
Total Current Assets 7,738 8,155
------- -------
Plants, Properties and Equipment, net 14,167 14,616
Forestlands 3,846 4,197
Investments 227 239
Goodwill 5,307 6,543
Deferred Charges and Other Assets 2,507 3,427
------- -------
Total Assets $33,792 $37,177
======= =======
Liabilities and Common Shareholders' Equity
Current Liabilities
Notes payable and current maturities of long-term debt $ -- $ 957
Accounts payable 2,014 1,793
Accrued payroll and benefits 523 435
Liabilities of businesses held for sale 44 77
Other accrued liabilities 1,998 2,079
------- -------
Total Current Liabilities 4,579 5,341
------- -------
Long-Term Debt 13,042 12,457
Deferred Income Taxes 1,765 3,339
Other Liabilities 3,778 2,669
Minority Interest 1,449 1,275
International Paper - Obligated Mandatorily Redeemable Preferred Securities
of Subsidiaries Holding International Paper Debentures - Note 8 1,805 1,805
Commitments and Contingent Liabilities - Note 11
Common Shareholders' Equity
Common stock, $1 par value, 2002 - 484.8 shares, 2001 - 484.3 shares 485 484
Paid-in capital 6,493 6,465
Retained earnings 3,260 4,622
Accumulated other comprehensive income (loss) (2,645) (1,175)
------- -------
7,593 10,396
Less: Common stock held in treasury, at cost, 2002 - 5.7 shares, 2001 - 2.7 shares 219 105
------- -------
Total Common Shareholders' Equity 7,374 10,291
------- -------
Total Liabilities and Common Shareholders' Equity $33,792 $37,177
======= =======

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

32

INTERNATIONAL PAPER COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
In millions for the years ended December 31 2002 2001 2000
- ----------------------------------------------------------------------------------------------------------

Operating Activities
Net earnings (loss) $ (880) $(1,204) $ 142
Cumulative effect of accounting changes 1,175 16 --
Depreciation, amortization and cost of timber harvested 1,587 1,870 1,916
Deferred income tax benefit (399) (584) (323)
Payments related to restructuring reserves, legal reserves
and merger integration costs (340) (431) (291)
Merger integration costs -- 42 54
Restructuring and other charges 695 1,117 949
Reversals of reserves no longer required (68) (17) (34)
Net (gains) losses on sales and impairments of businesses held for sale (41) 629 --
Extraordinary items - Net losses on sales and impairments of businesses
held for sale -- 73 85
Other, net (3) (76) 78
Changes in current assets and liabilities
Accounts and notes receivable 127 417 (59)
Inventories 89 300 (143)
Accounts payable 199 (289) (147)
Accrued liabilities (42) (56) 166
Other (5) (93) 37
------- ------- -------
Cash Provided By Operations 2,094 1,714 2,430
------- ------- -------

Investment Activities
Invested in capital projects
Ongoing businesses (1,005) (1,027) (1,194)
Businesses sold and held for sale (4) (22) (158)
Mergers and acquisitions, net of cash acquired (28) (150) (5,677)
Proceeds from divestitures 535 1,552 2,116
Other 22 106 (1)
------- ------- -------
Cash Provided By (Used For) Investment Activities (480) 459 (4,914)
------- ------- -------

Financing Activities
Issuance of common stock 53 25 25
Issuance of debt 2,011 2,889 6,328
Reduction of debt (3,017) (4,268) (2,770)
Change in bank overdrafts (33) (171) 118
Purchases of treasury stock (169) (64) (66)
Dividends paid (482) (482) (447)
Other (95) (27) 206
------- ------- -------
Cash Provided By (Used For) Financing Activities (1,732) (2,098) 3,394
------- ------- -------
Effect of Exchange Rate Changes on Cash (32) (49) (165)
------- ------- -------
Change in Cash and Temporary Investments (150) 26 745
Cash and Temporary Investments
Beginning of the year 1,224 1,198 453
------- ------- -------
End of the year $ 1,074 $ 1,224 $ 1,198
======= ======= =======

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

33

INTERNATIONAL PAPER COMPANY
CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS' EQUITY
In millions, except share amounts in thousands
- ------------------------------------------------------------------------------------------------------------
Accumulated
Other
Common Stock Issued Comprehensive
------------------- Paid-in Retained Income
Shares Amount Capital Earnings (Loss)(1)
------- ------ ------- -------- -------------

Balance, January 1, 2000 414,584 $415 $ 4,078 $ 6,613 $ (739)

Issuance of stock for merger 68,706 69 2,360 -- --
Issuance of stock for various plans 870 -- 63 -- --
Repurchase of stock -- -- -- -- --
Cash dividends - Common
stock ($1.00 per share) -- -- -- (447) --
Comprehensive income (loss):
Net earnings -- -- -- 142 --
Minimum pension liability adjustment
(less tax benefit of $13) -- -- -- -- (23)
Change in cumulative foreign currency
translation adjustment
(less tax expense of $123) -- -- -- -- (380)
Total comprehensive loss
------- ---- ------- ------- -------
Balance, December 31, 2000 484,160 484 6,501 6,308 (1,142)

Issuance of stock for various plans 121 -- (36) -- --
Repurchase of stock -- -- -- -- --
Cash dividends - Common
stock ($1.00 per share) -- -- -- (482) --
Comprehensive income (loss):
Net loss -- -- -- (1,204) --
Minimum pension liability adjustment
(less tax benefit of $4) -- -- -- -- (6)
Change in cumulative foreign currency
translation adjustment
(less tax benefit of $59) -- -- -- -- (10)
Net losses on cash flow hedging
derivatives:
Net loss arising during the period
(less tax benefit of $25) -- -- -- -- (67)
Less: Reclassificaton adjustment
for losses included in net income
(less tax benefit of $18) -- -- -- -- 50
Total comprehensive loss
------- ---- ------- ------- -------
Balance, December 31, 2001 484,281 484 6,465 4,622 (1,175)

Issuance of stock for various plans 479 1 28 -- --
Repurchase of stock -- -- -- -- --
Cash dividends - Common stock
($1.00 per share) -- -- -- (482) --
Comprehensive income (loss):
Net loss -- -- -- (880) --
Minimum pension liability adjustment(2):
U.S. plans (less tax benefit of $964) -- -- -- -- (1,543)
Non-U.S. plans (less tax benefit of $9) -- -- -- -- (21)
Change in cumulative foreign currency
translation adjustment
(less tax expense of $2) -- -- -- -- 27
Net gains on cash flow hedging derivatives:
Net gain arising during the period
(less tax expense of $33) -- -- -- -- 71
Less: Reclassificaton adjustment
for losses included in net income
(less tax expense of $3) -- -- -- -- (4)

Total comprehensive loss
------- ---- ------- ------- -------
Balance, December 31, 2002 484,760 $485 $ 6,493 $ 3,260 $(2,645)
======= ==== ======= ======= =======

- ------------------------------------------------------------------------------------------------------------
Total
Treasury Stock Common
--------------- Shareholders'
Shares Amount Equity
------ ------ -------------

Balance, January 1, 2000 1,216 $ 63 $ 10,304

Issuance of stock for merger -- -- 2,429
Issuance of stock for various plans (236) (12) 75
Repurchase of stock 1,710 66 (66)
Cash dividends - Common
stock ($1.00 per share) -- -- (447)
Comprehensive income (loss):
Net earnings -- -- 142
Minimum pension liability adjustment
(less tax benefit of $13) -- -- (23)
Change in cumulative foreign currency
translation adjustment
(less tax expense of $123) -- -- (380)
--------
Total comprehensive loss (261)
------ ----- --------
Balance, December 31, 2000 2,690 117 12,034

Issuance of stock for various plans (1,727) (76) 40
Repurchase of stock 1,730 64 (64)
Cash dividends - Common
stock ($1.00 per share) -- -- (482)
Comprehensive income (loss):
Net loss -- -- (1,204)
Minimum pension liability adjustment
(less tax benefit of $4) -- -- (6)
Change in cumulative foreign currency
translation adjustment
(less tax benefit of $59) -- -- (10)
Net losses on cash flow hedging
derivatives:
Net loss arising during the period
(less tax benefit of $25) -- -- (67)
Less: Reclassificaton adjustment
for losses included in net income
(less tax benefit of $18) -- -- 50
--------
Total comprehensive loss (1,237)
------ ----- --------
Balance, December 31, 2001 2,693 105 10,291

Issuance of stock for various plans (1,403) (55) 84
Repurchase of stock 4,390 169 (169)
Cash dividends - Common stock
($1.00 per share) -- -- (482)
Comprehensive income (loss):
Net loss -- -- (880)
Minimum pension liability adjustment(2):
U.S. plans (less tax benefit of $964) -- -- (1,543)
Non-U.S. plans (less tax benefit of $9) -- -- (21)
Change in cumulative foreign currency
translation adjustment
(less tax expense of $2) -- -- 27
Net gains on cash flow hedging derivatives:
Net gain arising during the period
(less tax expense of $33) -- -- 71
Less: Reclassificaton adjustment
for losses included in net income
(less tax expense of $3) -- -- (4)
--------
Total comprehensive loss (2,350)
------ ----- --------
Balance, December 31, 2002 5,680 $ 219 $ 7,374
====== ===== ========

(1) The cumulative foreign currency translation adjustment (in millions) was
$(1,092), $(1,119) and $(1,109) at December 31, 2002, 2001 and 2000,
respectively, and is included as a component of accumulated other
comprehensive income (loss).

(2) This noncash equity reduction resulted from declines in pension fund asset
market values and increases in computed fund liabilities due to lower
interest rates. See Note 16.

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

34

Notes to Consolidated Financial Statements

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Our Business

International Paper is a global forest products, paper and packaging company
that is complemented by an extensive distribution system, with primary markets
and manufacturing operations in the United States, Canada, Europe, the Pacific
Rim and South America. Substantially all of our businesses have experienced, and
are likely to continue to experience, cycles relating to available industry
capacity and general economic conditions.

Financial Statements

These financial statements have been prepared in conformity with generally
accepted accounting principles in the United States that require the use of
management's estimates. Actual future results could differ from management's
estimates.

On June 20, 2000, International Paper acquired Champion International
Corporation (Champion) in a transaction accounted for as a purchase. The
accompanying financial statements include Champion's results of operations from
the date of acquisition.

Consolidation

The consolidated financial statements include the accounts of International
Paper and its subsidiaries. Minority interest represents minority shareholders'
proportionate share of the equity in several of our consolidated subsidiaries,
primarily Carter Holt Harvey Limited (CHH), Timberlands Capital Corp. II,
Georgetown Equipment Leasing Associates, L.P., Trout Creek Equipment Leasing,
L.P. and, prior to their sales in 2001 and 2000, respectively, Zanders
Feinpapiere AG (Zanders), and Bush Boake Allen. All significant intercompany
balances and transactions are eliminated.

Investments in affiliated companies are accounted for by the equity method,
including companies owned 20% to 50%. International Paper's share of affiliates'
earnings is included in the consolidated statement of earnings.

Revenue Recognition

Revenue is recognized when the customer takes title and assumes the risks and
rewards of ownership. Revenue is recorded at the time of shipment for terms
designated f.o.b. (free on board) shipping point. For sales transactions
designated f.o.b. destination, revenue is recorded when the product is delivered
to the customer's delivery site, when title and risk of loss are transferred.
Timberland sales revenue is recognized when title and risk of loss pass to the
buyer.

Shipping and Handling Costs

Shipping and handling costs, such as freight to our customers' destinations, are
included in distribution expenses in the consolidated statement of earnings.
These costs, when included in the sales price charged for our products, are
recognized in net sales.

Temporary Investments

Temporary investments with an original maturity of three months or less are
treated as cash equivalents and are stated at cost, which approximates market.

Inventories

Inventory is valued at the lower of cost or market and includes all costs
directly associated with manufacturing products: materials, labor and
manufacturing overhead. In the United States, costs of raw materials and
finished pulp and paper products are generally determined using the last-in,
first-out method. Other inventories are valued using the first-in, first-out or
average cost methods.

Plants, Properties and Equipment

Plants, properties and equipment are stated at cost, less accumulated
depreciation. Expenditures for betterments are capitalized whereas normal
repairs and maintenance are expensed as incurred. For financial reporting
purposes, the units-of-production method of depreciation is used for major pulp
and paper mills and certain wood products facilities and the straight-line
method for other plants and equipment. Annual straight-line depreciation rates
are, for buildings, 2 1/2% to 8 1/2%, and, for machinery and equipment, 5% to
33%. For tax purposes, depreciation is computed using accelerated methods.

Forestlands

At December 31, 2002, International Paper and its subsidiaries controlled about
9 million acres of forestlands in the United States, 1.5 million acres in
Brazil, 810,000 acres in New Zealand, and had, through licenses and forest
management agreements, harvesting rights on governmentowned timberlands in
Canada and Russia. Forestlands include owned property as well as certain timber
harvesting rights with terms of one or more years, and are stated at cost, less
cost of timber harvested. Costs attributable to timber are charged against
income as trees are cut. The rate charged is determined annually based on the
relationship of incurred

35

costs to estimated current volume. Cost of timber harvested (COTH) is included
in depreciation and amortization in the consolidated statement of earnings.

Effective January 1, 2002, International Paper prospectively changed its method
of accounting for mid-rotation fertilization expenditures to include such
expenditures in the capitalized cost of timberlands. Accordingly, these costs
have been subsequently included as part of the cost of timber harvested as trees
are sold. Prior to this change, these expenditures were capitalized and
amortized to expense over a five-year period. The change was made to better
match the total costs of fiber to the related income when the trees are sold.
This accounting change had no effect on earnings for the year ended December 31,
2002, and the effects in future years will not be significant. Due to the
cumulative nature of the COTH computation, calculation of the cumulative effect
of the accounting change on prior periods of including these costs as part of
COTH, and disclosure of pro forma amounts for prior years, are not determinable.
At December 31, 2001, the company's consolidated balance sheet included $50
million of previously capitalized mid-rotation fertilization costs that will
continue to be amortized to expense through 2006.

Goodwill

Prior to 2002,goodwill was amortized over its estimated period of benefit on a
straight-line basis, not to exceed 40 years. Effective January 1, 2002,
International Paper adopted Statement of Financial Accounting Standards (SFAS)
No. 142, eliminating the periodic charge to earnings for goodwill amortization
for 2002 and future years. In addition, as required by SFAS No. 142, an initial
assessment of recorded goodwill for possible impairment was conducted as of
January 1, 2002. Annual testing for possible goodwill impairment will be
performed in the third quarter of each year. See Note 4 for additional
disclosures related to SFAS No. 142.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment upon the occurrence of events or
changes in circumstances that indicate that the carrying value of the assets may
not be recoverable, as measured by comparing their net book value to the
estimated future cash flows generated by their use. Impaired assets are recorded
at fair market value, determined principally using discounted future cash flows.

Income Taxes

International Paper uses the asset and liability method of accounting for income
taxes whereby deferred income taxes are recorded for the future tax consequences
attributable to differences between the financial statement and tax bases of
assets and liabilities. Deferred tax assets and liabilities are measured using
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Deferred tax
assets and liabilities are revalued to reflect new tax rates in the periods rate
changes are enacted.

Stock-Based Compensation

Stock options and other stock-based compensation awards are accounted for using
the intrinsic value method prescribed by Accounting Principles Board Opinion
(APB) No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. See Note 18 for required pro forma and additional disclosures
relating to these awards.

Environmental Remediation Costs

Costs associated with environmental remediation obligations are accrued when
such costs are probable and reasonably estimable. Such accruals are adjusted as
further information develops or circumstances change. Costs of future
expenditures for environmental remediation obligations are discounted to their
present value when the expected cash flows are reliably determinable.

Translation of Financial Statements

Balance sheets of international operations are translated into U.S. dollars at
year-end exchange rates, while statements of earnings are translated at average
rates. Adjustments resulting from financial statement translations are included
as cumulative translation adjustments in Accumulated other comprehensive income
(loss) (OCI). See Note 14 related to derivatives and hedging activities.

Reclassifications

Certain reclassifications have been made to prior-year amounts to conform with
the current year presentation.

NOTE 2 EARNINGS PER COMMON SHARE

Earnings (loss) per common share before extraordinary items and cumulative
effect of accounting changes are computed by dividing earnings (loss) before
extraordinary items and cumulative effect of accounting changes by the weighted
average number of common shares outstanding. Earnings (loss) per common share
before extraordinary items and cumulative effect of accounting changes, assuming
dilution, were computed assuming that all potentially dilutive securities,
including "in-the-money" stock options, were converted into common shares at the
beginning of each year. A reconciliation of the amounts included in the
computation of earnings (loss) per common share before extraordinary

36

items and cumulative effect of accounting changes, and earnings (loss) per
common share before extraordinary items and cumulative effect of accounting
changes, assuming dilution, is as follows:

- --------------------------------------------------------------------------------------
In millions, except
per share amounts 2002 2001 2000
- --------------------------------------------------------------------------------------

Earnings (loss) before extraordinary items and cumulative
effect of accounting changes $ 295 $(1,142) $ 368
Effect of dilutive securities -- -- --
------ ------- -----
Earnings (loss) before extraordinary items and cumulative
effect of accounting changes - assuming dilution $ 295 $(1,142) $ 368
====== ======= =====

Average common shares outstanding 481.4 482.6 449.6
Effect of dilutive securities
Long-term incentive plan deferred compensation -- (1.0) --
Stock options 1.6 -- 0.4
------ ------- -----
Average common shares outstanding - assuming dilution 483.0 481.6 450.0
====== ======= =====

Earnings (loss) per common share before extraordinary items
and cumulative effect of accounting changes $ 0.61 $ (2.37) $0.82
====== ======= =====

Earnings (loss) per common share before extraordinary items
and cumulative effect of accounting changes - assuming
dilution $ 0.61 $ (2.37) $0.82
====== ======= =====

Note: If an amount does not appear in the above table, the security was
antidilutive for the period presented. Antidilutive securities included
preferred securities of a subsidiary trust for the periods presented. Stock
options are antidilutive in periods when net losses are recorded.

NOTE 3 INDUSTRY SEGMENT INFORMATION

Financial information by industry segment and geographic area for 2002, 2001 and
2000 is presented on pages 26 and 27.

NOTE 4 RECENT ACCOUNTING DEVELOPMENTS

Costs Associated With Exit or Disposal Activities:

In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
146, "Accounting for Costs Associated With Exit or Disposal Activities." The
statement changes the measurement and timing of recognition for exit costs,
including restructuring charges, and is effective for any such activities
initiated after December 31, 2002. It requires that a liability for costs
associated with an exit or disposal activity, such as one-time termination
benefits, be recognized when the liability is incurred, rather than at the date
of a company's commitment to an exit plan. It has no effect on charges recorded
for exit activities begun prior to December 31, 2002. This standard, which
International Paper will adopt in 2003, will not have a material effect on the
company's consolidated financial position or results of operations.

Impairment and Disposal of Long-Lived Assets:

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." It establishes a single accounting model for the
impairment of long-lived assets to be held and used or to be disposed of by sale
or abandonment, and broadens the definition of discontinued operations.
International Paper adopted SFAS No. 144 in 2002, with no significant change in
the accounting for the impairment and disposal of long-lived assets.

Asset Retirement Obligations:

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which is effective in 2003. It requires the recording of an asset
and a liability equal to the present value of the estimated costs associated
with the retirement of long-lived assets where a legal or contractual obligation
exists. The asset is required to be depreciated over the life of the related
equipment or facility, and the liability accreted each year based on a present
value interest rate. This standard, which International Paper will adopt in
2003, will not have a material effect on the company's consolidated financial
position or results of operations.

Goodwill:

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." It changed the accounting for goodwill by eliminating goodwill
amortization beginning in 2002. It also requires at least an annual assessment
of recorded goodwill for impairment. The initial test for impairment had to be
completed by December 31, 2002, with any impairment charge recorded as the
cumulative effect of an accounting change to be retroactively reflected in the
first

37

quarter of 2002. Any subsequent impairment charges would be recorded in
operating results.

The initial test compared the fair value of each of International Paper's
business reporting units having recorded goodwill balances with the business
unit's carrying amount. Fair value was determined using discounted projected
future operating cash flows for all business reporting units except CHH, where
the average quoted market price for CHH shares was used. Where the carrying
amount exceeded fair value, additional testing was performed for possible
goodwill impairment. The fair value for these business reporting units was then
allocated to individual assets and liabilities, using a depreciated replacement
cost approach for fixed assets, and outside appraised values for intangible
assets. Any excess of fair value over the allocated amounts was equal to the
implied fair value of goodwill. Where this implied goodwill value was less than
the goodwill book value, an impairment charge was recorded.

Based on testing completed in the fourth quarter of 2002, a transitional
goodwill impairment loss was recorded for the Industrial and Consumer Packaging,
CHH and Printing Papers business segments totaling $1.2 billion. This charge had
no impact on cash flow.

Goodwill arising from major acquisitions that involve multiple business segments
is classified as a corporate asset for segment reporting purposes; while
goodwill relating to a single business reporting unit is included as an asset of
the applicable segment. For goodwill impairment testing, all goodwill was
allocated to business segments. The following table presents changes in the
goodwill balances as allocated to each business segment for the year ended
December 31, 2002.

- -------------------------------------------------------------------------------------------
Balance Transitional Balance
January 1, Impairment December 31,
In millions 2002 Loss Other 2002
- -------------------------------------------------------------------------------------------

Printing Papers $3,288 $ (426) $ 2 $2,864
Industrial and Consumer Packaging 1,827 (467) (2) 1,358
Distribution 323 -- 3 326
Forest Products 735 -- -- 735
Carter Holt Harvey 346 (343)(a) (3) --
Corporate 24 -- -- 24
------ ------- --- ------
Total $6,543 $(1,236) $-- $5,307
====== ======= === ======

(a) Excludes a $61 million credit to minority interest expense.

International Paper ceased recording goodwill amortization effective January 1,
2002. This had no effect on cash flow.

The following table shows net earnings (loss) for the year ended December 31,
2002 and pro forma net earnings (loss) for the years ended December 31, 2001 and
2000, exclusive of goodwill amortization.

- -------------------------------------------------------------
In millions, for the years
ended December 31 2002 2001 2000
- -------------------------------------------------------------

Net earnings (loss) $ (880) $(1,204) $ 142
Add back:
Goodwill amortization -- 201 141
------ ------- -----
Adjusted net earnings (loss) $ (880) $(1,003) $ 283
====== ======= =====
Basic and Diluted Earnings
(Loss) Per Common Share:
Net earnings (loss) $(1.83) $ (2.50) $0.32
Goodwill amortization -- 0.42 0.31
------ ------- -----
Adjusted net earnings (loss) $(1.83) $ (2.08) $0.63
====== ======= =====

Derivatives and Hedging:

On January 1, 2001, International Paper adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS Nos. 137 and
138. The cumulative effect of adopting SFAS No. 133 was a $25 million charge to
net earnings before taxes and minority interest ($16 million after taxes and
minority interest), and a net decrease of $9 million after taxes in OCI. The
charge to net earnings primarily resulted from recording the fair value of
certain interest rate swaps, which do not qualify under the new rules for hedge
accounting treatment. The decrease in OCI primarily resulted from adjusting the
foreign currency contracts used as hedges of net investments in foreign
operations to fair value.

NOTE 5 MERGERS AND ACQUISITIONS

In December 2002, CHH acquired Starwood Australia's Bell Bay medium density
fiberboard plant in Tasmania for $28 million in cash.

In April 2001, CHH acquired Norske Skog's Tasman Kraft pulp manufacturing
business for $130 million in cash.

In June 2000, International Paper completed the acquisition of Champion, a
leading manufacturer of paper for business communications, commercial printing
and publications, with significant market pulp, plywood and lumber manufacturing
operations. Champion shareholders received $50 in cash per share and $25 worth
of International Paper common stock for each Champion share. Champion shares
were acquired for approximately $5 billion in cash and 68.7 million shares of
International Paper common stock with a fair market value of $2.4 billion.
Approximately $2.8 billion of Champion debt was assumed.

In April 2000, CHH purchased CSR Limited's medium density fiberboard and
particleboard businesses and its Oberon sawmill for approximately $200 million
in cash.

38

In March 2000, International Paper acquired Shorewood Packaging Corporation, a
leader in the manufacture of premium retail packaging, for approximately $640
million in cash and the assumption of $280 million of debt.

All of the above acquisitions were accounted for using the purchase method. The
operating results of these mergers and acquisitions have been included in the
consolidated statement of earnings from the dates of acquisition.

In March 2001, International Paper and CHH each acquired a 25% interest in
International Paper Pacific Millennium Limited. The resulting investment is
accounted for under the equity method and is included in Investments in the
accompanying consolidated balance sheet.

NOTE 6 SPECIAL ITEMS INCLUDING RESTRUCTURING AND BUSINESS IMPROVEMENT ACTIONS

Restructuring and Other Charges:

2002: During 2002, restructuring and other charges before taxes and minority
interest of $695 million ($435 million after taxes and minority interest) were
recorded. These charges included a $199 million charge before taxes and minority
interest ($130 million after taxes and minority interest) for asset shutdowns of
excess internal capacity and cost reduction actions, a $450 million pre-tax
charge ($278 million after taxes) for additional exterior siding legal reserves
discussed in Note 11, and a charge of $46 million before taxes and minority
interest ($27 million after taxes and minority interest) for early debt
retirement costs discussed in Note 13. In addition, a $68 million pre-tax credit
($43 million after taxes) was recorded in 2002, including $45 million for the
reversal of 2001 and 2000 reserves no longer required and $23 million for the
reversal of excess Champion purchase accounting reserves.

The $199 million charge for the asset shutdowns of excess internal capacity and
cost reduction actions consisted of a $101 million charge in the fourth quarter
of 2002, a $19 million charge in the third quarter of 2002 and a $79 million
charge in the second quarter of 2002. The fourth-quarter charge included $29
million of asset write-downs and $72 million of severance and other charges. The
third-quarter charge included $9 million of asset write-downs and $10 million of
severance and other charges. The second-quarter charge consisted of $42 million
of asset write-downs and $37 million of severance and other charges.

The following table and discussion presents detail related to the fourth-quarter
charge:

(a) The Printing Papers business approved a restructuring plan at the
Maresquel, France plant in an effort to improve efficiencies. Charges
associated with the plan included $1 million of asset write-downs to
salvage value, $7 million of severance costs covering the termination of 80
employees and other cash costs of $1 million. Management also implemented a
reduction in force initiative at several of its Coated and Supercalendered
mills resulting in severance charges of $18 million covering the
termination of 245 employees. Also, an additional charge of $1 million was
recorded to write down the remaining assets at the Erie, Pennsylvania mill
to salvage value.

(b) The Consumer Packaging business approved a plan to shut down the
Hopkinsville, Kentucky Foodservice plant due to the facility's financial
shortfalls, a continuing weak economy, reduced demand from its Quick
Service Restaurant (QSR) customers and increased competition for remaining
QSR volumes. Charges associated with this shutdown included $10 million to
write down assets to their estimated realizable value of $4 million, $3
million of severance costs covering the termination of 327 employees, and
other exit costs of $1 million. The Hopkinsville plant had revenues of $47
million, $31 million and $24 million in 2002, 2001 and 2000, respectively.
This plant had operating losses of $8 million in 2002, $1 million in 2001
and zero in 2000. Management also implemented a business-reorganization
plan for the Foodservice group that included $2 million to write down
assets to salvage value, $3 million of severance costs covering the
termination of 113 employees and other cash costs of $1 million. The
Consumer Packaging charge also included $4 million of asset write-offs and
$1 million of other cash charges associated with its international joint
ventures.

(c) The Industrial Packaging business recorded a charge of $3 million for
severance costs relating to the Las Palmas facility in the second phase of
an effort to consolidate duplicative facilities and eliminate excess
internal capacity. Redundancies associated with this charge included 56
employees.

39

(d) The Forest Products business charge of $12 million resulted from
management's decision to exit the development of the wood plastic composite
business and shut down the Whelen Springs, Arkansas lumber mill. Charges
associated with the wood plastic composite business consisted of $10
million of asset write-downs to salvage value and $1 million of other exit
costs. The Whelen Springs Lumber mill was closed due to the impact of the
strong dollar on export sales. The Whelen Springs shutdown charge consisted
of $1 million of exit costs.

(e) The distribution business (xpedx) implemented a plan to consolidate
duplicative facilities and reduce ongoing operating logistics and selling
and administrative expenses. Charges associated with this plan included $1
million of asset write-downs to salvage value, $2 million of severance
costs covering the termination of 68 employees, and other cash costs of $3
million.

(f) The Specialty Businesses approved a plan to shut down the Valkeakoski,
Finland chemicals plant, as well as a management plan to implement
headcount reduction programs within the Chemicals group. Charges associated
with the Valkeakoski shutdown included $8 million of other cash costs not
including severance. The Valkeakoski plant had revenues of $20 million, $19
million and $19 million in 2002, 2001 and 2000, respectively. This plant
had operating earnings of $1 million in both 2002 and 2001, and $2 million
in 2000. Charges associated with the headcount reduction programs consisted
of $3 million of severance covering 11 employees to be terminated and $1
million of other related costs. The Specialty Businesses also implemented a
plan to restructure manufacturing operations at the Polyrey facility in
France. The plan includes consolidation of decorative high-pressure
laminate production in order to optimize efficiencies and provide higher
levels of quality and service. Charges associated with the restructuring
included $2 million of severance costs covering the termination of 46
employees and $1 million of other exit costs. Other charges included a $1
million reserve for facility environmental costs at the Natchez,
Mississippi facility.

(g) CHH recorded a charge of $11 million for severance costs associated with a
reduction in force at its Kinleith facility as part of a continuing program
to improve the cost structure at the mill. Redundancies associated with the
charge included 260 employees.

The following table and discussion presents detail related to the third-quarter
charge:

(a) The Specialty Businesses charge of $3 million relates to the severance cost
for 43 employees in Arizona Chemical's U.S. operations to reduce costs. At
December 31, 2002, all employees had been terminated.

(b) The CHH severance and other charge of $7 million relates primarily to
severance for job reductions at the Kinleith, New Zealand mill (102
employees) and at packaging operations in Australia (45 employees). The
Kinleith reductions are part of a continuing program to improve the cost
structure at the mill. At December 31, 2002, 45 employees had been
terminated. In addition, CHH recorded a $5 million loss related to a
write-down of non-refundable tax credits to their estimated realizable
value.

(c) This $4 million charge relates to the write-down to zero of International
Paper's investment in Forest Express, a joint venture engaged in electronic
commerce transaction processing for the forest products industry.

The following table and discussion presents detail related to the second-quarter
charge:

(a) The Printing Papers business approved a plan to permanently shut down the
Hudson River, New York mill by December 31, 2002, as many of the specialty
products produced at the mill were not competitive in current markets. The
assets of the mill are currently being marketed for sale. Impairment
charges associated with the shutdown included $39 million to write the
assets down to their estimated realizable value of approximately $5
million, $9 million of severance costs covering the termination of 294
employees, and other cash costs of $7 million. The Hudson River mill had
revenues of $61 million, $80 million and $139 million in 2002, 2001 and
2000, respectively, and operating losses of $15 million in 2002 and $22
million in 2001, and operating earnings of $9 million in 2000. At December
31, 2002, all employees had been terminated. The Printing Papers business
also recorded an

40

additional charge of $2 million related to the termination of 52 employees
in conjunction with the business's plan to streamline and realign
administrative functions at several of its locations. At December 31, 2002,
44 employees had been terminated.

(b) The Consumer Packaging business approved the first phase of a plan to
consolidate duplicative facilities and eliminate excess internal capacity.
The $3 million charge recorded relates to the write-down of assets to their
estimated salvage value.

(c) The Distribution business (xpedx) severance charge of $7 million reflects
the termination of 145 employees in conjunction with the business's plan to
consolidate duplicative facilities and eliminate excess internal capacity.
At December 31, 2002, all 145 employees had been terminated.

(d) During the second quarter of 2002, International Paper implemented the
second phase of its cost reduction program to realign its administrative
functions across all business and staff support groups. As a result, a $12
million severance charge was recorded covering the termination of 102
employees. At December 31, 2002, 4 employees had been terminated.

The following table presents a roll forward of the severance and other costs
included in the 2002 restructuring plans:

The severance charges recorded in the second, third and fourth quarters of 2002
related to 1,989 employees. As of December 31, 2002, 575 employees had been
terminated.

2001: During 2001, restructuring and other charges of $1.1 billion before taxes
and minority interest ($752 million after taxes and minority interest) were
recorded. These charges included an $892 million charge before taxes and
minority interest ($606 million after taxes and minority interest) for asset
shutdowns of excess internal capacity and cost reduction actions and a $225
million pre-tax charge ($146 million after taxes) for additional exterior
siding legal reserves discussed in Note 11. In addition, a $17 million pretax
credit ($11 million after taxes) was recorded in 2001 for the reversal of excess
2000 and 1999 restructuring reserves.

The $892 million charge for the asset shutdowns of excess internal capacity and
cost reduction actions consisted of a $171 million charge in the fourth quarter
of 2001, a $256 million charge in the third quarter of 2001 and a $465 million
charge in the second quarter of 2001. The fourth-quarter charge consisted of $84
million of asset write-downs and $87 million of severance and other charges. The
third-quarter charge consisted of $183 million of asset write-downs and $73
million of severance and other charges. The second-quarter charge consisted of
$240 million of asset write-downs and $225 million of severance and other
charges.

The following table and discussion presents detail related to the fourth-quarter
charge:

(a) The Printing Papers business recorded a fourth-quarter charge of $10
million for severance costs related to the reorganization of its
Riegelwood, North Carolina mill, and an $8 million charge for additional
severance costs related to the Erie, Pennsylvania mill shutdown. The total
charge covers the termination of 108 employees. At December 31, 2002, all
108 employees had been terminated.

(b) The Consumer Packaging business implemented a plan to reduce excess
internal capacity and improve profitability across its domestic converting
business. The plan includes $29 million for plant and production line
shutdowns, severance of $12 million to cover the termination of 593
employees, and other cash costs of $9 million. At December 31, 2002, all
593 employees had been terminated.

(c) The Industrial Packaging business announced the shutdown of the Oswego, New
York containerboard mill as part of ongoing optimization efforts. Charges
associated with this shutdown included $17 million to write down assets to
salvage value, $7 million of severance costs covering the termination of
102 employees, and other exit costs of $2 million. The Oswego mill had
revenues of $39 million, $44 million and $37 million in 2001, 2000 and
1999, respectively. This mill had operating earnings of $8 million, $10
million and $6 million in 2001, 2000 and 1999, respectively. At December
31, 2002, 101 employees had been terminated.

Management also approved a plan to reconfigure facility assets at the
Savannah, Georgia mill. This was the second phase in the mill's
rationalization program. Charges associated with the Savannah plan included
$14 million of asset write-downs to salvage value, $11 million of severance
costs covering the termination of 150 employees, and other

41

cash costs of $1 million. At December 31, 2002, 149 employees had been
terminated.

The Industrial Packaging charge also included $4 million of additional
asset write-offs at the previously shut down Gardiner, Oregon mill, a $4
million charge to cover demolition costs at the Durham Paper mill in
Rieglesville, Pennsylvania, a $3 million asset write-off related to the
announced shutdown of the Jackson, Mississippi sheet plant, and a $3
million write-off of deferred software costs related to the discontinued
implementation of a Union Camp order management system.

(d) The Forest Products business approved a plan to shut down the Morton,
Mississippi lumber mill. Charges associated with the shutdown included $12
million of asset write-downs to salvage value, $3 million of severance
costs covering the termination of 185 employees, and $6 million of other
exit costs. The Morton mill had sales of $35 million, $38 million and $51
million in 2001, 2000 and 1999, respectively, and operating losses of $4
million and $3 million in 2001 and 2000, respectively, and operating income
of $3 million in 1999. At December 31, 2002, 183 employees had been
terminated.

(e) xpedx implemented a plan to reduce operating and selling costs. Charges
associated with this plan included $2 million of asset write-downs, $11
million of severance costs covering the termination of 325 employees, and
other cash costs of $3 million. At December 31, 2002, all 325 employees had
been terminated.

The following table and discussion presents detail related to the third-quarter
charge:

(a) The Printing Papers business approved a plan to shut down the Erie,
Pennsylvania mill due to excess capacity in pulp and paper and
non-competitive cost of operations. Charges associated with the Erie
shutdown included $92 million to write the assets down to their estimated
salvage value, $24 million of severance costs covering the termination of
797 employees, and other cash costs of $19 million. The mill had revenues
of $167 million, $206 million and $193 million in 2001, 2000 and 1999,
respectively. The mill had an operating loss of $33 million in 2001,
operating income of $3 million in 2000 and an operating loss of $20 million
in 1999. At December 31, 2002, all 797 employees had been terminated.

(b) The Consumer Packaging business implemented a plan to exit the Aseptic
Packaging business. The plan included the shutdown or sale of various
Aseptic Packaging facilities. Included in this charge are $89 million to
write the assets down to their estimated realizable value of $35 million,
$15 million of severance costs covering the termination of 300 employees,
and $12 million of other cash costs. At December 31, 2002, 299 employees
had been terminated.

(c) xpedx approved the shutdown of its Nationwide Kansas City, Missouri
distribution center to eliminate excess internal capacity. The xpedx
Olathe, Kansas facility will continue to service Kansas City and outlying
cities in the states of Missouri and Kansas. Charges associated with the
shutdown included $2 million of asset write-downs, $2 million of severance
costs covering the termination of 79 employees, and other cash costs of $1
million. At December 31, 2002, all 79 employees had been terminated.

The following table and discussion presents detail related to the second-quarter
charge:

(a) The Printing Papers business shut down the Hudson River mill No. 3 paper
machine located in Corinth, New York due to excess internal capacity. The
machine was written down by $9 million to its estimated fair value of zero.
A severance charge of $10 million was recorded to cover the termination of
208 employees. At December 31, 2002, all 208 employees had been terminated.
Also, the Printing Papers business implemented a plan to streamline and
realign administrative functions at several of its locations. Charges
associated with this plan included $6 million of severance costs covering
the termination of 82 employees, and other cash costs of $7 million. At
December 31, 2001, all 82 employees had been terminated.

(b) In June 2001, the Consumer Packaging business shut down the Moss Point,
Mississippi mill and announced the shutdown of its Clinton, Iowa facility
due to excess internal capacity. Charges associated with the Moss Point
shutdown included $138 million to write the assets down to their estimated
salvage value, $21 million of severance costs covering the termination of
363 employees, and other cash costs of $20 million. The Moss Point mill had
revenues of $37 million, $127 million and $162 million in 2001, 2000 and
1999, respectively. The mill had an operating loss of $11 million in 2001,
and operating earnings of $4 million and zero in 2000 and 1999,
respectively. At

42

December 31, 2002, all 363 employees had been terminated. Charges
associated with the Clinton shutdown included $7 million to write the
assets down to their estimated salvage value, $7 million of severance costs
covering the termination of 327 employees, and other cash costs of $3
million. The Clinton facility had revenues of $51 million, $100 million and
$105 million in 2001, 2000 and 1999, respectively. The facility had no
operating income in 2001, an operating loss of $1 million in 2000 and
operating income of $1 million in 1999. At December 31, 2002, all 327
employees had been terminated. Additionally, the Consumer Packaging
business implemented a plan to reduce excess internal capacity and
streamline administrative functions at several of its locations. Charges
associated with this plan included $6 million of asset write-downs to
salvage value, $15 million of severance costs covering the termination of
402 employees, and other cash costs of $3 million. At December 31, 2002,
all 402 employees had been terminated.

(c) The Industrial Packaging business shut down the Savannah, Georgia mill No.
2, No. 4 and No. 6 paper machines due to excess internal capacity. The
machines were written down by $62 million to their estimated fair value of
zero, with severance charges of $11 million also recorded to cover the
termination of 290 employees. At December 31, 2001, all 290 employees had
been terminated. Also, Industrial Packaging implemented a plan to
streamline and realign administrative functions at several of its
locations, resulting in a severance charge of $9 million covering the
termination of 146 employees. At December 31, 2001, all 146 employees had
been terminated.

(d) Industrial Papers implemented a plan to reduce excess internal capacity and
streamline administrative functions at several of its locations. Charges
associated with this plan included asset write-downs to salvage value of $3
million and severance costs of $5 million covering the termination of 123
employees. At December 31, 2002, all 123 employees had been terminated.

(e) The Forest Products business charge of $13 million reflects the
reorganization of its regional operating structure and streamlining of
administrative functions. The charge included $1 million of asset
write-downs to salvage value, $9 million of severance costs covering the
termination of 130 employees, and other cash costs of $3 million. At
December 31, 2001, all 130 employees had been terminated.

(f) xpedx implemented a plan to consolidate duplicate facilities and eliminate
excess internal capacity. Charges associated with this plan included $4
million of asset write-downs to salvage value, $14 million of severance
costs covering the termination of 394 employees, and other cash costs of $7
million. At December 31, 2002, all 394 employees had been terminated.

(g) The CHH charge of $10 million was recorded to write down the assets of its
Mataura mill to their estimated fair value of zero as a result of the
decision to permanently shut down this facility, which had previously been
indefinitely idled.

(h) During the second quarter of 2001, International Paper implemented a cost
reduction program to realign its administrative functions across all
business and staff support groups. As a result, a $75 million severance
charge was recorded covering the termination of 985 employees. At December
31, 2002, all 985 employees had been terminated.

The following table presents a roll forward of the severance and other costs
included in the 2001 restructuring plans:

(a) The Printing Papers business announced the shutdowns of the Mobile, Alabama
and the Lock Haven, Pennsylvania mills. The announcements were in
conjunction with the business's plan to realign and rationalize papermaking
capacity to benefit future operations. Charges associated with the Mobile
shutdown included $223 million to write assets down to their salvage value,
$31 million of severance costs covering the termination of 760 employees,
and other exit costs of $41 million. The Mobile mill had revenues of $274
million and $287 million in 2000 and 1999, respectively. This mill had
operating earnings of $34 million and $8 million in 2000 and 1999,
respectively. At December 31, 2001, all 760 employees had been terminated.
Charges associated with the Lock Haven shutdown included $70 million to
write the assets down to their salvage value, $16 million of severance
costs covering the termination of 589 employees, and other exit costs of
$15 million. The Lock Haven mill had revenues of $267 million and $225
million in 2000 and 1999, respectively. This mill had an operating loss of
$21 million in 2000 and operating earnings of $12 million in 1999. At
December 31, 2002, 588 employees had been terminated.

(b) The Consumer Packaging business shut down the Beverage Packaging converting
plant in Jamaica in December 2000, and the packaging facility in
Cincinnati, Ohio in March 2001. Production at the Jamaica plant was moved
to Venezuela to increase plant utilization. The Cincinnati facility was
closed in order to better align our manufacturing system with customer
demand. Charges associated with these shutdowns include $6 million of asset
write-downs to salvage value, $5 million of severance costs covering the
termination of 239 employees, and other exit costs of $2 million. At
December 31, 2002, all 239 employees had been terminated. The Consumer
Packaging charge also included an $80 million asset impairment due to
continuing losses in its aseptic business. The aseptic assets were written
down to their estimated fair market value based on expected future
discounted cash flows.

(c) The Industrial Packaging business charge of $160 million is related to the
shutdown of the Camden, Arkansas mill, the shutdown of the Pedemonte, Italy
container plant and the write-down of the Walsum No. 10 paper machine. The
Camden mill, which produced unbleached kraft and multi-wall paper, was
closed in December 2000 due to the declining kraft paper market, excess
internal capacity and shrinking customer demand. The mill's assets were
written down $102 million to their salvage value, and severance costs of
$24 million were recorded to cover the termination of 613 employees. Other
exit costs totaled $15 million. The Camden mill had revenues of $151
million and $162 million and operating earnings of $14 million and $22
million in 2000 and 1999, respectively. At December 31, 2001, all 613
employees had been terminated. Charges associated with the Pedemonte plant
shutdown included $2 million of asset write-downs to salvage value, $3
million of severance costs covering the termination of 83 employees, and $4
million of other exit costs. The Pedemonte plant had revenues of $9 million
and $11 million in 2000 and 1999, respectively. This plant had operating
losses of $2 million in both 2000 and 1999. At December 31, 2001, all 83
employees had been terminated. The business also wrote down the Walsum No.
10 paper machine acquired in the Union Camp merger by $10 million to its
estimated fair market value.

(d) The Chemicals and Petroleum business charge of $34 million was related to
the announced shutdown of the Oakdale, Louisiana plant. This was part of
the business's Asset Rationalization Program to increase earnings, improve
plant efficiencies and reduce excess internal capacity. A portion of the
facility was shut down at the end of 2000, with the remainder closed in
early 2002. The charge included $16 million to write the assets down to
their estimated fair market value of zero, $1 million of severance costs
covering the termination of 61 employees, and $17 million of other exit
costs. The Oakdale plant had revenues of $16 million, $31 million and $30
million in 2001, 2000 and 1999, respectively, and no operating earnings in
2001, $3 million in 2000 and no operating earnings in 1999. At December 31,
2002, all 61 employees had been terminated.

(e) The Forest Products business charge of $35 million was primarily related to
the announced shutdown of the Washington, Georgia lumber mill and
restructuring costs associated with the Mobile mill closure. The Washington
lumber mill was closed in January 2001 due to unfavorable market conditions
and excess internal capacity. The mill had revenues of $54 million and $66
million in 2000 and 1999, respectively. This facility had an operating loss
of $6 million in 2000 and operating income of $2 million in 1999. The
Forest Products business charge included $15 million of asset write-downs
to salvage value, $7 million of severance costs covering the termination of
264 employees, and $13 million

44

of other exit costs. At December 31, 2002, all 264 employees had been
terminated.

(f) xpedx, our distribution business, implemented a restructuring plan to
consolidate duplicate facilities, eliminate excess internal capacity and
increase productivity. The $22 million charge associated with this plan
included $3 million of asset write-downs to salvage value, $15 million of
severance costs covering the termination of 433 employees, and $4 million
of other cash costs. At December 31, 2002, all 433 employees had been
terminated.

(g) The CHH charge of $5 million is related to cost reduction actions primarily
associated with the tissue and packaging businesses. This charge included
$1 million of asset write-downs and $4 million of severance costs covering
the termination of 145 employees. At December 31, 2001, all 145 employees
had been terminated.

(h) This $8 million charge relates to the write-down of our investment in
PaperExchange.com, an online provider of e-commerce for the paper industry,
to its estimated fair market value.

The following table and discussion presents detail related to the second-quarter
charge:

(a) The Printing Papers business shut down the Millers Falls, Massachusetts
mill in August 2000 due to excess internal capacity. Charges associated
with the shutdown included $22 million to write down the assets to their
estimated fair market value of zero, $2 million of severance costs covering
the termination of 119 employees, and other exit costs of $3 million. The
Millers Falls mill had revenues of $33 million and $39 million in 2000 and
1999, respectively. The mill had no operating income in 2000 and operating
income of $3 million in 1999. At December 31, 2000, all 119 employees had
been terminated.

Also, a severance charge of $2 million was recorded covering the
elimination of 108 salaried positions at the Franklin, Virginia mill in a
continuing effort to improve its cost effectiveness and long-term
competitive position. At December 31, 2001, all 108 employees had been
terminated.

(b) The Consumer Packaging business implemented a plan to reduce excess
internal capacity and streamline administrative functions at several of its
locations as a result of the Shorewood acquisition. As a result, the
Richmond, Virginia facility was shut down in June 2000. Charges associated
with this shutdown included $6 million to write down assets to their fair
market value of zero, $2 million of severance costs covering the
termination of 126 employees, and other exit costs of $1 million. This
facility had revenues of $8 million and $23 million in 2000 and 1999,
respectively. The Richmond facility had operating losses of $2 million and
$1 million in 2000 and 1999, respectively. At December 31, 2001, all 126
employees had been terminated.

Management also idled the lithographic department of the Clinton, Iowa
facility. This action allowed the Retail Packaging business to better focus
its resources for further profit improvement. Related charges included $1
million of asset write-downs, $3 million of severance costs covering the
termination of 187 employees, and $2 million of other exit costs. At
December 31, 2001, all 187 employees had been terminated.

A severance reserve of $1 million was also established to streamline the
Consumer Packaging business. This reserve covered the termination of 17
employees. At December 31, 2000, all 17 employees had been terminated.

(c) Industrial Papers shut down the Knoxville, Tennessee converting facility in
December 2000 to reduce excess internal capacity. Assets were written down
$9 million to their estimated fair market value and a severance charge of
$1 million was recorded to terminate 120 employees. Other exit costs
totaled $3 million. The Knoxville facility had revenues of $46 million and
$62 million in 2000 and 1999, respectively. This facility had operating
income of $2 million in both 2000 and 1999. At December 31, 2001, all 120
employees had been terminated.

(d) Other includes $8 million related to Industrial Packaging, primarily for
the shutdown of the Tupelo, Mississippi sheet plant. The Industrial
Packaging charge included $2 million of asset write-offs, $5 million of
severance costs covering the termination of 221 employees and $1 million of
other cash costs. At December 31, 2001, all 221 employees had been
terminated.

Other also includes $5 million related to the indefinite shutdown of CHH's
Mataura paper mill. This charge included $3 million of severance costs
covering the termination of 158 employees and $2 million of other cash
costs. At December 31, 2000, all 158 employees had been terminated.

45

The following table presents a roll forward of the severance and other costs
included in the 2000 restructuring plans:

Certain deferred payments for severed employees and environmental remediation
have been reclassified to Accounts payable and Other liabilities, respectively.

The severance charges recorded in the second and fourth quarters of 2000 related
to 4,243 employees. As of December 31, 2002, 4,242 employees had been
terminated. Certain reserves were determined to no longer be required, resulting
in $7 million and $14 million being reversed to income in the fourth quarters of
2002 and 2001, respectively.

Merger Integration Costs:

During 2001 and 2000, International Paper recorded pre-tax charges of $42
million ($28 million after taxes) and $54 million ($33 million after taxes),
respectively, for Champion and Union Camp merger integration costs. These costs
consisted primarily of systems integration, employee retention, travel and other
one-time cash costs related to the integrations of Champion and Union Camp.

Extraordinary Items:

During the first quarter of 2001, pre-tax losses totaling $73 million ($46
million after taxes) were recorded, including $60 million ($38 million after
taxes) for impairment losses to reduce the assets of Masonite Corporation
(Masonite) to their estimated realizable value based on offers received, and $13
million ($8 million after taxes) from a loss on the sale of oil and gas
properties and fee mineral and royalty interests. Pursuant to the
pooling-of-interest rules, these losses were recorded as extraordinary items in
Net losses on sales and impairments of businesses held for sale in the
accompanying consolidated statement of earnings.

In the first quarter of 2001, International Paper completed the sale of its
interest in Zanders, a European coated paper business, to M-Real (formerly Metsa
Serla) for approximately $120 million and the assumption of $80 million of debt.
This transaction resulted in a loss of $360 million before taxes ($245 million
after taxes), which was recorded in the third quarter of 2000 (see below) when
the decision was made to sell this business.

In the fourth quarter of 2000, Fine Papers, the Chemical Cellulose Pulp business
and the Flexible Packaging business in Argentina were written down to their
estimated fair market values of approximately $235 million based on projected
sales proceeds, resulting in a pre-tax charge of $373 million ($231 million
after taxes). Also in the fourth quarter, International Paper sold its interest
in Bush Boake Allen, a majority-owned subsidiary, for $640 million, resulting in
a gain of $368 million before taxes and minority interest ($183 million after
taxes and minority interest). CHH also sold its Plastics division in November,
which resulted in a loss of $5 million before taxes and minority interest
($2 million after taxes and minority interest).

During the third quarter of 2000, International Paper recorded a loss of $460
million before taxes ($310 million after taxes) to write down the net assets of
Masonite and Zanders to their estimated realizable value of $520 million.

In the first quarter of 2000, International Paper sold its equity interest in
Scitex for $79 million, and CHH sold its equity interest in Compania de
Petroleos de Chile (COPEC) for just over $1.2 billion. These sales resulted in a
combined gain of $385 million before taxes and minority interest ($134 million
after taxes and minority interest).

Pursuant to the pooling-of-interest rules, the 2000 gains and losses discussed
above, totaling a net $85 million loss before taxes and minority interest ($226
million after taxes and minority interest), were recorded as extraordinary items
in Net losses on sales and impairments of businesses held for sale in
the accompanying consolidated statement of earnings.

NOTE 7 BUSINESSES HELD FOR SALE AND DIVESTITURES

In 2000, International Paper announced a divestment program following the
acquisition of Champion and the completion of a strategic analysis to focus on
its core businesses of paper, packaging and forest products. Through December
31, 2002, more than $3 billion had been realized under the program, including
cash and notes received plus debt assumed by the buyers.

46

Businesses Held for Sale:

Certain smaller businesses that are being marketed for sale in 2003 remained in
the divestment program at December 31, 2002. The Decorative Products Division
was also included in this program prior to its sale in the third quarter of
2002.

Sales and operating earnings for each of the three years ended December 31,
2002, 2001 and 2000 for these businesses, as well as for other businesses sold
through their respective divestiture dates were:

The sales and operating earnings for these businesses are included in "Specialty
Businesses and Other" of the company's industry segment information in Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations. The assets of businesses held for sale, totaling $128 million at
December 31, 2002 and $219 million at December 31, 2001, are included in Assets
of businesses held for sale in current assets in the accompanying consolidated
balance sheet. The liabilities of businesses held for sale, totaling $44 million
at December 31, 2002 and $77 million at December 31, 2001, are included in
Liabilities of businesses held for sale in current liabilities in the
accompanying consolidated balance sheet. The decreases in these balances since
December 31, 2001 reflect divestitures in 2002.

In June 2002, International Paper announced that it would discontinue efforts to
divest its Arizona Chemical and Industrial Papers businesses after sales efforts
did not generate acceptable offers, and made a decision to operate these two
businesses. As a result of these actions, Assets and Liabilities of businesses
held for sale as of December 31, 2001 were reduced by $429 million and $138
million, respectively, with increases in the related corresponding asset and
liability accounts in the accompanying consolidated balance sheet. Operating
results for these businesses are included in the Specialty Businesses and Other
segment for all periods presented.

Divestitures:

Net (Gains) Losses on Sales and
Impairments of Businesses Held for Sale

In the fourth quarter of 2002, International Paper recorded a $10 million
pre-tax credit ($4 million after taxes) to adjust estimated accrued costs of
businesses previously sold.

In the third quarter of 2002, International Paper completed the sale of its
Decorative Products operations to an affiliate of Kohlberg & Co. for
approximately $100 million in cash and a note receivable with a fair market
value of $13 million. This transaction resulted in no gain or loss as these
assets had previously been written down to fair market value. Also during the
third quarter of 2002, a net gain of $3 million before taxes ($1 million after
taxes) was recorded related to adjustments of previously recorded costs of
businesses held for sale.

During the second quarter of 2002, a net gain on sales of businesses held for
sale of $28 million before taxes and minority interest ($96 million after taxes
and minority interest) was recorded, including a pre-tax gain of $63 million
($40 million after taxes) from the sale in April 2002 of International Paper's
oriented strand board facilities to Nexfor Inc. for $250 million, and a net
charge of $35 million before taxes and minority interest (a gain of $56 million
after taxes and minority interest) relating to other sales and adjustments of
previously recorded estimated costs of businesses held for sale. This net
pre-tax charge included:

(1) a $2 million net loss associated with the sales of the Wilmington
carton plant and CHH's distribution business;

(2) an additional loss of $12 million to write down the net assets of
Decorative Products to the amount subsequently realized on sale;

(3) $11 million of additional expenses relating to the decision to
continue to operate Arizona Chemical, including a $3 million
adjustment of previously estimated costs incurred in connection with
the prior sale effort and an $8 million charge to permanently close a
production facility; and

(4) a $10 million charge for additional expenses relating to prior
divestitures.

The impairment charge recorded for Arizona Chemical in the fourth quarter of
2001 (see below) included a tax expense based on the form of sale being
negotiated at that time. As a result of the decision in the second quarter of
2002 to discontinue sale efforts and to hold and operate Arizona Chemical in the
future, this provision was no longer required. Consequently, special items for
the second quarter include a gain of $28 million before taxes and minority
interest, with an associated $96 million benefit after taxes and minority
interest. The net 2002 gains, totaling $41 million, discussed above are included
in Net gains (losses) on sales and impairments of businesses held for sale in
the accompanying consolidated statement of earnings.

In the fourth quarter of 2001, a pre-tax impairment loss of $582 million ($524
million after taxes) was recorded including $576 million to write down the net
assets of Arizona Chemical, Decorative Products and Industrial Papers to an
estimated realizable value of approximately $550 million, and $6 million of
severance for the reduction of

47

189 employees in the Chemical Cellulose Pulp business. Also in the fourth
quarter, International Paper sold its Mobile, Alabama Retail Packaging facility
to Ampac, resulting in a pre-tax loss of $9 million.

In the third quarter of 2001, International Paper sold Masonite to Premdor Inc.
of Toronto, Canada, resulting in a pre-tax loss of $87 million, its Flexible
Packaging business to Exo-Tech Packaging, LLC, resulting in a pre-tax loss of
$31 million, and its Curtis/Palmer hydroelectric generating project in Corinth,
New York to TransCanada Pipelines Limited, resulting in a pre-tax gain of $215
million. Also, in the third quarter, a pre-tax impairment loss of $50 million
($32 million after taxes) was recorded to write down the Chemical Cellulose
assets to their expected realizable value of approximately $25 million.

In the second quarter of 2001, a pre-tax impairment loss of $85 million ($55
million after taxes) was recorded to reduce the carrying value of the Flexible
Packaging assets to their expected realizable value of approximately $85 million
based on preliminary offers received.

The 2001 losses discussed above, totaling $629 million, are included in Net
(gains) losses on sales and impairments of businesses held for sale in the
accompanying consolidated statement of earnings.

Structured Transactions

In connection with a sale of forestlands in the state of Washington in 2001,
International Paper received notes having a value of approximately $480 million
on the date of sale. During 2001, International Paper transferred the Notes to
an unconsolidated entity in exchange for a preferred interest in that entity
valued at approximately $480 million, and accounted for this transfer as a sale
of the Notes for financial reporting purposes with no associated gain or loss.
Also during 2001, the entity acquired approximately $561 million of other
International Paper debt obligations for cash. At December 31, 2001,
International Paper offset, for financial reporting purposes, the $480 million
of International Paper debt obligations held by the entity since International
Paper had, and intended to effect, a legal right to net settle these two
amounts.

In December 2002, International Paper acquired an option to purchase the third
party's interest in the unconsolidated entity and modified the terms of the
entity's special loss allocation between the third party and International
Paper. These actions required the entity to be consolidated by International
Paper at December 31, 2002, resulting in increases in installment notes
receivable (included in Deferred charges and other assets) of $480 million,
Long-term debt of $460 million and Minority interest of $20 million.

Also, in connection with the sale of the oil and gas properties and fee mineral
and royalty interests in 2001, International Paper received a non-controlling
preferred limited partnership interest valued at approximately $234 million. The
unconsolidated partnership also loaned $244 million to International Paper in
2001. Since International Paper has, and intends to effect, a legal right to net
settle these two amounts, we have offset for financial reporting purposes the
preferred interest against the note payable.

NOTE 8 PREFERRED SECURITIES OF SUBSIDIARIES

In September 1998, International Paper Capital Trust III issued $805 million of
International Paper-obligated mandatorily redeemable preferred securities.
International Paper Capital Trust III is a wholly owned consolidated subsidiary
of International Paper and its sole assets are International Paper 7 7/8%
debentures. The obligations of International Paper Capital Trust III related to
its preferred securities are fully and unconditionally guaranteed by
International Paper. These preferred securities are mandatorily redeemable on
December 1, 2038.

In June 1998, IP Finance (Barbados) Limited, a non-U.S. wholly owned
consolidated subsidiary of International Paper, issued $550 million of preferred
securities with a dividend payment based on LIBOR. These preferred securities
are mandatorily redeemable on June 30, 2008.

In March 1998, Timberlands Capital Corp. II, Inc., a wholly owned consolidated
subsidiary of International Paper, issued $170 million of 7.005% preferred
securities as part of the financing to repurchase the outstanding units of IP
Timberlands, Ltd. These securities are not mandatorily redeemable and are
classified in the consolidated balance sheet as a minority interest liability.

In the third quarter of 1995, International Paper Capital Trust (the Trust)
issued $450 million of International Paper-obligated mandatorily redeemable
preferred securities. The Trust is a wholly owned consolidated subsidiary of
International Paper and its sole assets are International Paper 5 1/4%
convertible subordinated debentures. The obligations of the Trust related to its
preferred securities are fully and unconditionally guaranteed by International
Paper. These preferred securities are convertible into International Paper
common stock.

Distributions paid under all of the preferred securities noted above were $115
million, $129 million and $141 million in 2002, 2001 and 2000, respectively. The
expense related to these preferred securities is shown in minority interest
expense in the consolidated statement of earnings.

48

NOTE 9 SALE OF LIMITED PARTNERSHIP INTERESTS

During 1993, International Paper contributed assets with a fair market value of
approximately $900 million to two newly formed limited partnerships, Georgetown
Equipment Leasing Associates, L.P. and Trout Creek Equipment Leasing, L.P. These
partnerships are separate and distinct legal entities from International Paper
and have separate assets, liabilities, business functions and operations.
However, for accounting purposes, these assets continue to be consolidated, with
the minority shareholders' interests reflected as minority interest in the
accompanying consolidated financial statements. The purpose of the partnerships
is to invest in and manage a portfolio of assets including pulp and paper
equipment used at the Georgetown, South Carolina and Ticonderoga, New York
mills. This equipment is leased to International Paper under long-term leases.
Partnership assets also include floating rate notes and cash. During 1993,
outside investors purchased a portion of our limited partner interests for $132
million and also contributed an additional $33 million to one of these
partnerships.

At December 31, 2002, International Paper held aggregate general and limited
partner interests totaling 69% in Georgetown Equipment Leasing Associates, L.P.
and 66% in Trout Creek Equipment Leasing, L.P.

NOTE 10 INCOME TAXES

The components of International Paper's earnings (loss) before income taxes,
minority interest, extraordinary items and cumulative effect of accounting
changes by taxing jurisdiction were:

The provision (benefit) for income taxes by taxing jurisdiction was:

International Paper made income tax payments, net of refunds, of $295 million,
$333 million and $298 million in 2002, 2001 and 2000, respectively.

A reconciliation of income tax expense (benefit) using the statutory U.S. income
tax rate compared with actual income tax expense (benefit) follows:

49

The tax effects of significant temporary differences representing deferred tax
assets and liabilities at December 31, 2002 and 2001 were as follows:

The valuation allowance for deferred tax assets as of January 1, 2002 was $171
million. The net change in the total valuation allowance for the year ended
December 31, 2002 was a decrease of $2 million.

During the fourth quarter of 2002, International Paper completed a review of its
deferred income tax accounts, including the effects of state tax credits and the
taxability of the company's operations in various state taxing jurisdictions. As
a result of this review, the Company recorded a decrease of approximately $46
million in the income tax provision in the 2002 fourth quarter, reflecting the
effect of the estimated state income tax effective rate applied to these
deferred tax items.

International Paper has U.S. federal and non-U.S. net operating loss
carryforwards that expire as follows: years 2003 through 2012 - $281 million,
years 2013 through 2022 - $2.4 billion, and indefinite carryforward - $639
million. International Paper has tax benefits from net operating loss
carryforwards for state tax jurisdictions of approximately $233 million that
expire as follows: years 2003 through 2012 - $46 million, and years 2013
through 2022 - $187 million. International Paper also has federal and state
tax credit carryforwards that expire as follows: years 2003 through
2022 - $91 million, and indefinite carryforward - $380 million.

Deferred taxes are not provided for temporary differences of approximately $2.5
billion, $1.8 billion and $1.8 billion as of December 31, 2002, 2001 and 2000,
respectively, representing earnings of non-U.S. subsidiaries that are intended
to be permanently reinvested. Computation of the potential deferred tax
liability associated with these undistributed earnings is not practicable.

NOTE 11 COMMITMENTS AND CONTINGENT LIABILITIES

Certain property, machinery and equipment are leased under cancelable and
non-cancelable agreements. At December 31, 2002, total future minimum rental
commitments under non-cancelable leases were $1,022 million, due as follows:
2003 -$229 million, 2004 - $167 million, 2005 - $180 million, 2006 - $99
million, 2007 - $84 million, and thereafter - $263 million. Rent expense was
$267 million, $230 million and $218 million for 2002, 2001 and 2000,
respectively.

International Paper entered into an agreement in 2000 to guarantee, for a fee,
an unsecured contractual credit agreement of an unrelated third party customer.
The guarantee, which expires in 2008, was made in exchange for a ten-year
contract as the exclusive paper supplier to the customer. Both the loan to the
customer and the guarantee are unsecured. International Paper would be required
to perform under the guarantee upon default on the loan by the unrelated third
party. The maximum amount of potential future payments is $110 million in
principal plus any accrued but unpaid interest. There is no liability recorded
on International Paper's books for the guarantee.

In connection with sales of businesses, property, equipment, forestlands, and
other assets, International Paper commonly makes representations and warranties
relating to such businesses or assets, and may enter into standard commercial
indemnification arrangements with respect to tax and environmental liabilities
and other matters. Where any liabilities for such matters are probable and
subject to reasonable estimation, accrued liabilities are recorded at the time
of sale as a cost of the transaction. International Paper believes that possible
future unrecorded liabilities for these matters, if any, would not have a
material adverse effect on its consolidated financial position or results of
operations.

Exterior Siding and Roofing Litigation

Three nationwide class action lawsuits relating to exterior siding and roofing
products manufactured by Masonite that were filed against International Paper
have been settled in recent years.

The first suit, entitled Judy Naef v. Masonite and International Paper, was
filed in December 1994 (Hardboard Lawsuit). The plaintiffs alleged that
hardboard siding manufactured by Masonite fails prematurely, allowing moisture
intrusion that in turn causes damage to the structure underneath the siding. The
class consisted of all

50

U.S. property owners having Masonite hardboard siding installed on and
incorporated into buildings between January 1, 1980 and January 15, 1998. The
Court granted final approval of the settlement on January 15, 1998. The
settlement provides for monetary compensation to class members meeting the
settlement requirements on a claims-made basis, which requires a class member to
individually submit proof of damage to, or caused by, Masonite product, proof of
square footage involved, and proofs of various other matters in order to qualify
for payment with respect to a claim. It also provides for the payment of
attorneys' fees equaling 15% of the settlement amounts paid to class members,
with a non-refundable advance of $47.5 million plus $2.5 million in costs. For
siding that was installed between January 1, 1980 and December 31, 1989, claims
must be made by January 15, 2005, and for siding installed between January 1,
1990 through January 15, 1998, claims must be made by January 15, 2008.

The second suit, entitled Cosby, et. al. v. Masonite Corporation, et. al., was
filed in 1997 (Omniwood Lawsuit). The plaintiffs made allegations with regard to
Omniwood siding manufactured by Masonite which were similar to those alleged in
the Hardboard Lawsuit. The class consisted of all U.S. property owners having
Omniwood siding installed on and incorporated into buildings from January 1,
1992 to January 6, 1999. The settlement relating to the Omniwood Lawsuit
provides that qualified claims must be made by January 6, 2009 for Omniwood
siding that was installed between January 1, 1992 and January 6, 1999.

The third lawsuit, entitled Smith, et. al. v. Masonite Corporation, et. al., was
filed in 1995 (Woodruf Lawsuit). The plaintiffs alleged that Woodruf roofing
manufactured by Masonite is defective and causes damage to the structure
underneath the roofing. The class consisted of all U.S. property owners who had
incorporated and installed Masonite Woodruf roofing from January 1, 1980 to
January 6, 1999. The settlement relating to the Woodruf Lawsuit provides that
for product installed between January 1, 1980 and December 31, 1989, claims must
be made by January 6, 2006, and for product installed between January 1, 1990
and January 6, 1999, claims must be made by January 6, 2009.

The Court granted final approval of the settlements of the Omniwood and Woodruf
Lawsuits on January 6, 1999. The settlements provide for monetary compensation
to class members meeting the settlement requirements on a claims-made basis,
which requires a class member to individually submit proof of damage to, or
caused by, Masonite product, proof of square footage involved, and proofs of
various other matters. The settlements also provide for payment of attorneys'
fees equaling 13% of the settlement amounts paid to class members with a
non-refundable advance of $1.7 million plus $75,000 in costs for each of the two
cases.

Claim Filing and Determination

Once a claim is determined to be valid under the respective settlement agreement
covering the claim, the amount of the claim is determined by reference to a
negotiated compensation formula established under the settlement agreement
designed to compensate the homeowner for all damage to the structure. The
compensation formula is based on (1) the average cost per square foot for
product replacement, including material and labor as calculated by industry
standards, in the area in which the structure is located, adjusted for
inflation, or (2) the cost of appropriate refinishing as determined by industry
standards in such area, adjusted for inflation. Persons receiving compensation
pursuant to this formula also agree to release International Paper and Masonite
from all other property damage claims relating to the product in question.

In connection with the products involved in the lawsuits described above, where
there is damage, the process of degradation, once begun, continues until repairs
are made. International Paper estimates that approximately 4 million structures
have installed products that are the subject of the Hardboard Lawsuit, 300,000
structures have installed products that are subject to the Omniwood Lawsuit and
86,000 structures have installed products that are the subject of the Woodruf
Lawsuit. Masonite stopped selling the hardboard siding in May 2001, the products
involved in the Woodruf Lawsuit in May 1996, and the products involved in the
Omniwood Lawsuit in September 1996.

Persons who are class members under the Hardboard, Omniwood and Woodruf Lawsuits
who do not pursue remedies under the respective settlement agreement pertaining
to such suits, may have recourse to warranties, if any, in existence at the
expiration of the respective terms established under the settlement agreements
for making claims. The warranty period generally extends for 25 years following
the installation of the product in question and, although the warranties vary
from product to product, they generally provide for a payment of up to two times
the purchase price.

51

Reserve Analysis

The following table presents an analysis of the net reserve activity related to
the Hardboard, Omniwood and Woodruf Lawsuits for the years ended December 31,
2002, 2001 and 2000.

Additional Provisions

During the third quarter of 2000, a determination was made that an additional
$125 million provision was required to cover an expected shortfall in the
reserves, resulting primarily from a higher than anticipated number of claims
relating to the Hardboard Lawsuit. This increase was based on an independent
third party statistical study of future costs, which analyzed trends in the
claims experience through May 30, 2000. This amount was based on a statistical
outcome that assumed that the claims rate (a) doubles in one state for one
additional year, levels off for two years, and then declines by 45% per year,
(b) remains level in another state for two years and then declines by 45% per
year, and (c) in all other areas, declines by 45% per year. The statistical
model used to develop this outcome also included assumptions on the expected
geographic patterns of claims and assumptions related to the cost of claims,
including forecasts relating to the rate of inflation. Average claim costs were
calculated from historical claims records, taking into consideration structure
type, location and source of the claim.

In the third quarter of 2001, a determination was made that an additional
provision would be required to cover an expected shortfall in the reserves that
had arisen since the third quarter of 2000 due to actual claims experience
exceeding projections. An additional $225 million was added to the existing
reserve balance at that time. This increase was based on an independent third
party statistical study of future costs, which analyzed trends in the claims
experience through August 31, 2001. The amount was based on a statistical
outcome that assumed that Hardboard claims growth continued through mid-2002,
then declined by 50% per year. Omniwood claims growth was assumed to continue
through mid-2002, decline by 50% in 2003 and thereafter increase at the rate of
10% per year. Woodruf claims were assumed to decline at a rate of 50% per year.
Unit costs per claim were assumed to hold at the 2001 level. The statistical
model used to develop this outcome also included assumptions on the geographic
patterns of claims rates and assumptions related to the cost of claims,
including forecasts relating to the rate of inflation. Average claim costs were
calculated from historical claims records, taking into consideration structure
type, location and source of the claim.

During 2002, tracking of the actual versus projected number of claims filed and
average cost per claim indicated that, although total claims costs were
approximately equal to projected amounts, the number of claims filed was higher
than projected, offsetting the effect of lower average claims payment amounts.
Accordingly, updated projections were developed by two independent consultants
utilizing the most current claims experience data. Principal assumptions used in
the development of these projections were that the number of Hardboard claims
filed, which account for approximately 85% of all claims costs, would average
slightly above current levels until January 2005, then would decline by about
70% in 2005 and remain flat. Average claims costs were assumed to continue to
decline at the rate experienced during the last twelve months.

While management believes that the assumptions used in developing these outcomes
represent the most probable scenario, factors which could cause actual results
to vary from these assumptions include: (1) area specific assumptions as to
growth in claims rates could be incorrect, (2) locations where previously there
had been little or no claims could emerge as significant geographic locations,
and (3) the cost per claim could vary materially from that projected.

The first consultant provided two statistical outcomes, with the higher outcome
indicating a required provision of approximately $430 million. The second
consultant provided a range of possible outcomes, with the most probable outcome
indicating a required provision of approximately $475 million. The estimate
ranged from a low (a 95% probability that future charges would exceed this
amount) of $338 million to a high (a 5% probability that future charges would
exceed this amount) of $635 million. Using these

52

projections, management determined that a provision of $450 million should be
recorded in the fourth quarter of 2002 as an estimate of the most probable
outcome based on the consultants' projections.

Reserve Balances

At December 31, 2002, net reserves for these matters totaled $507 million,
including $357 million for the Hardboard Lawsuit, $138 million for the Omniwood
Lawsuit and $12 million for the Woodruf Lawsuit. The reserve balance for claims
relating to the Hardboard Lawsuit is net of $9 million of expected insurance
recoveries remaining from the initial $70 million estimate of insurance
recoveries.

At December 31, 2002, there were $30 million of costs associated with claims
inspected and not paid ($25 million for Hardboard siding, $4 million for
Omniwood and $1 million for Woodruf) and $29 million of costs associated with
claims in process and not yet inspected ($24 million for claims related to the
Hardboard Lawsuit, $4 million for claims related to the Omniwood Lawsuit and $1
million for claims related to the Woodruf Lawsuit). The aggregate of the reserve
and insurance receivable at December 31, 2002 amounted to $516 million, as
reflected in the table in the following paragraph. The estimated claims reserve
includes $457 million for unasserted claims that are probable of assertion.

At December 31, 2002, the components of the required reserve and the
classification of such amounts in the consolidated balance sheet are summarized
as follows:

Claims Statistics

The average settlement cost per claim for the years ended December 31, 2002,
2001, and 2000 for the Hardboard, Omniwood and Woodruf Lawsuits is set forth in
the table below:

Average Settlement Cost Per Claim

The above information is calculated by dividing the amount of claims paid by the
number of claims paid.

Through December 31, 2002, net settlement payments totaled $588 million ($484
million for claims relating to the Hardboard Lawsuit, $64 million for claims
relating to the Omniwood Lawsuit and $40 million for claims relating to the
Woodruf Lawsuit), including $51 million of non-refundable attorneys' advances
discussed above ($47.5 million for the Hardboard Lawsuit and $1.7 million for
each of the Omniwood Lawsuit and Woodruf Lawsuit). Also, payments of $17 million
have been made to the attorneys for the plaintiffs in the Omniwood and Woodruf
Lawsuits. In addition, International Paper has received $61 million related to
the Hardboard Lawsuit from our insurance carriers through December 31, 2002.
International Paper has the right to terminate each of the settlements after
seven years from the dates of final approval. The liability for these matters
has been retained after the sale of Masonite.

The following table shows an analysis of claims statistics related to the
Hardboard, Omniwood and Woodruf Lawsuits for the years ended December 31, 2002,
2001 and 2000:

Claims Activity

- -------------------------------------------------------------------------------------------------------
In thousands Hardboard Omniwood Woodruf Total
--------------- --------------- --------------- ---------------
No. of Single Multi- Single Multi- Single Multi- Single Multi-
Claims Pending Family Family Family Family Family Family Family Family Total
- -------------------------------------------------------------------------------------------------------

December 31, 1999 11.3 2.7 1.2 0.1 1.8 0.1 14.3 2.9 17.2
No.of Claims Filed 25.5 9.4 2.2 0.2 2.5 0.1 30.2 9.7 39.9
No.of Claims Paid (15.6) (5.6) (1.9) (0.1) (2.4) -- (19.9) (5.7) (25.6)
No.of Claims Dismissed (5.3) (2.0) (0.5) -- (0.7) -- (6.5) (2.0) (8.5)

December 31, 2000 15.9 4.5 1.0 0.2 1.2 0.2 18.1 4.9 23.0
No.of Claims Filed 46.2 8.7 2.2 0.4 1.9 0.1 50.3 9.2 59.5
No.of Claims Paid (23.1) (6.1) (1.4) (0.2) (1.2) (0.1) (25.7) (6.4) (32.1)
No.of Claims Dismissed (9.0) (1.7) (0.4) (0.1) (0.4) -- (9.8) (1.8) (11.6)

December 31, 2001 30.0 5.4 1.4 0.3 1.5 0.2 32.9 5.9 38.8
No.of Claims Filed 48.3 10.9 3.5 0.5 1.4 0.1 53.2 11.5 64.7
No.of Claims Paid (36.0) (9.2) (2.6) (0.4) (1.3) -- (39.9) (9.6) (49.5)
No.of Claims Dismissed (13.7) (3.1) (0.4) -- (0.5) -- (14.6) (3.1) (17.7)

December 31, 2002 28.6 4.0 1.9 0.4 1.1 0.3 31.6 4.7 36.3

53

Insurance Matters

In November 1995, International Paper and Masonite commenced a lawsuit in the
Superior Court of the State of California against certain of their insurance
carriers because of their refusal to indemnify International Paper and Masonite
for the settlement relating to the Hardboard Lawsuit and the refusal of one
insurer, Employer's Insurance of Wausau, to provide a defense of that lawsuit.
During the fall of 2001, a trial of Masonite's claim that Wausau breached its
duty to defend was conducted in a state court in California. The jury found that
Wausau had breached its duty to defend Masonite and awarded Masonite $13 million
for its expense to defend the Hardboard Lawsuit; an additional $12 million in
attorneys' fees and interest for Masonite's expense to prosecute the duty to
defend its case against Wausau - based on a finding that Wausau had acted in bad
faith; and an additional $68 million in punitive damages. In a post-trial
proceeding, the court awarded an additional $2 million in attorneys' fees based
on the finding that Wausau had acted in bad faith. As of December 31, 2002, all
post-trial motions brought by Wausau seeking to upset the jury verdict have been
denied but no judgment has been entered by the court. Masonite has agreed to pay
amounts equal to the proceeds of its bad faith and punitive damage award to
International Paper and has assigned its breach of contract claim against Wausau
to International Paper. The trial court has scheduled the trial of the claims
for indemnification to begin on April 7, 2003. Because of the uncertainties
inherent in the litigation, International Paper is unable to estimate the amount
that it will recover against those insurance carriers. However, as of December
31, 2002, International Paper had received $61 million, and had signed a
settlement agreement with one of its insurers that provides, subject to a
contingency in the agreement, for the payment to International Paper of an
additional $40 million.

Under a financial collar arrangement, International Paper contracted with a
third party for payment in an amount up to $100 million for certain costs
relating to the Hardboard Lawsuit if payments by International Paper with
respect thereto exceeded $165 million. The arrangement with the third party is
in excess of insurance otherwise available to International Paper, which is the
subject of the separate litigation referred to above. Accordingly, International
Paper believes that the obligation of the third party with respect to this
financial collar does not constitute "other valid and collectible insurance"
that would either eliminate or otherwise affect its right to collect insurance
coverage available to it and Masonite under the insurance policies, which are
the subject of this separate litigation. At December 31, 2001, International
Paper had received the $100 million. A dispute between International Paper and
the third party, concerning a number of issues, including the timing of
International Paper's obligation to repay the third party, is the subject of an
arbitration commenced in 2002 by the third party in London, England.

Summary

While International Paper believes that the reserve balances established for
these matters are adequate, and that additional amounts will be recovered from
its insurance carriers in the future relating to these claims, International
Paper is unable to estimate at this time the amount of additional charges, if
any, that may be required for these matters in the future.

International Paper is also involved in various other inquiries, administrative
proceedings and litigation relating to contracts, sales of property,
environmental protection, tax, antitrust, personal injury and other matters,
some of which allege substantial monetary damages. While any proceeding or
litigation has the element of uncertainty, International Paper believes that the
outcome of any of the other lawsuits or claims that are pending or threatened,
or all of them combined, including the preceding class action settlements, will
not have a material adverse effect on its consolidated financial position or
results of operations.

NOTE 12 SUPPLEMENTARY BALANCE SHEET INFORMATION

Inventories by major category were:

The last-in, first-out inventory method is used to value most of International
Paper's U.S. inventories. Approximately 73% of total raw materials and finished
products inventories were valued using this method. If the first-in, first-out
method had been used, it would have increased total inventory balances by
approximately $150 million and $219 million at December 31, 2002 and 2001,
respectively.

54

Plants, properties and equipment by major classification were:

Interest costs related to the development of certain long-term assets are
capitalized and amortized over the related assets' estimated useful lives.
Capitalized net interest costs were $12 million in 2002, $13 million in 2001 and
$25 million in 2000. Interest payments made during 2002, 2001 and 2000 were $904
million, $986 million and $816 million, respectively. Total interest expense was
$891 million in 2002, $1.1 billion in 2001 and $938 million in 2000.

NOTE 13 DEBT AND LINES OF CREDIT

In October 2002, International Paper completed a private placement with
registration rights of $1.0 billion aggregate principal amount 5.85% notes due
October 30, 2012. On November 15, 2002, the sale of an additional $200 million
principal amount of 5.85% notes due October 30, 2012 was completed. The net
proceeds of these sales were used to refinance most of International Paper's
$1.2 billion aggregate principal amount of 8% notes due July 8, 2003 that were
issued in connection with the Champion acquisition. The pretax early retirement
cost of $41 million is included in Restructuring and other charges in the
accompanying consolidated statement of earnings.

Also during 2002, approximately $1.8 billion of long-term debt was repaid,
including about $800 million of Champion acquisition debt. Increases in 2002
included approximately $800 million from new borrowings, and noncash increases
of approximately $620 million, including $460 million relating to the
consolidation of a debt obligation of a special purpose entity following the
modification of the terms of the related agreement.

A summary of long-term debt follows:

(a) The weighted average interest rate on these notes was 8.2% in 2002 and 8.1%
in 2001.

(b) The weighted average interest rate on these notes was 2.1% in 2002 and 2.9%
in 2001.

(c) The weighted average interest rate on these bonds was 5.9% in 2002 and 6.2%
in 2001.

(d) Includes $97 million of bonds at December 31, 2002 and $111 million of
bonds at December 31, 2001, which may be tendered at various dates and/or
under certain circumstances.

(e) The weighted average interest rate was 4.9% in 2002 and 3.4% in 2001.
Includes $26 million in 2002 of non-U.S. dollar denominated borrowings with
a weighted average interest rate of 6.3%.

(f) Includes $111 million at December 31, 2002, related to interest rate swaps
treated as fair value hedges and $65 million of Australian borrowings with
a weighted average interest rate of 5%.

(g) The fair market value was approximately $13.7 billion at both December 31,
2002 and 2001.

55

In August 2001, under a previously filed shelf registration statement,
International Paper issued $1.0 billion principal amount of 6.75% Senior
Unsecured Notes due September 1, 2011, which yielded net proceeds of $993
million. These notes carry a fixed interest rate with interest payable
semiannually on March 1 and September 1 of each year. Most of the proceeds of
this issuance were used to retire $800 million of money market notes due in
2002.

In June 2001, International Paper completed a private placement offering of $2.1
billion principal amount at maturity zero-coupon Convertible Senior Debentures
due June 20, 2021, which yielded net proceeds of approximately $1.0 billion. The
debt accretes to face value at maturity at a rate of 3.75% per annum, subject to
annual upward adjustment after June 20, 2004 if International Paper's stock
price falls below a certain level for a specified period. The securities are
convertible into shares of International Paper common stock at the option of
debenture holders subject to certain conditions as defined in the debt
agreement. International Paper may be required to repurchase the securities on
June 20th in each of the years 2004, 2006, 2011 and 2016 at a repurchase price
equal to the accreted principal amount to the repurchase date. International
Paper also has the option to redeem the securities on or after June 20, 2006
under certain circumstances. The net proceeds of this issuance were used to
retire higher interest rate commercial paper borrowings.

On June 20, 2000, International Paper issued $5 billion of debt to finance the
acquisition of Champion and assumed $2.8 billion of Champion debt for a total of
$7.8 billion.

Total maturities of long-term debt over the next five years are 2003 - $0, 2004
- - $1.8 billion, 2005 - $1.7 billion, 2006 -$709 million and 2007 - $488 million.

At December 31, 2002 and 2001, International Paper classified $485 million and
$750 million, respectively, of tenderable bonds, commercial paper and bank notes
and current maturities of long-term debt as long-term debt. International Paper
has the intent and ability to renew or convert these obligations.

At December 31, 2002, unused contractually committed bank credit agreements
amounted to $2.5 billion. The agreements generally provide for interest rates at
a floating rate index plus a predetermined margin dependent upon International
Paper's credit rating. A $750 million agreement extends through March 2004, and
has a facility fee of 0.15% that is payable quarterly. A 364-day facility
provides for $1.5 billion of credit through March 2003 and has a facility fee of
0.10% that is payable quarterly. The company is currently negotiating a new
credit facility for $1.5 billion to replace this facility. CHH has one
multi-currency credit facility that supports its commercial paper program. A
$283 million line of credit matures in three tranches from 2003 to 2006. The
facility fee ranges from 0.22% to 0.49% at current credit ratings and is payable
quarterly. In addition, International Paper has up to $600 million of commercial
paper financings available under a receivables securitization program
established in December 2001. The program extends through December 2003 with a
facility fee of 0.15%.

At December 31, 2002, outstanding debt included approximately $44 million of
commercial paper and bank notes with interest rates that fluctuate based on
market conditions and our credit rating.

At December 31, 2002, International Paper's long-term debt was rated BBB by
Standard & Poor's and Baa2 by Moody's Investor Services, both with a stable
outlook, and International Paper's commercial paper was rated A-2 by Standard &
Poor's and P-2 by Moody's Investor Services.

NOTE 14 DERIVATIVES AND HEDGING ACTIVITIES

International Paper periodically uses derivatives and other financial
instruments to hedge exposures to interest rate, commodity and currency risks.
For hedges that meet the criteria under SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," International Paper, at inception, formally
designates and documents the instrument as a hedge of a specific underlying
exposure, as well as the risk management objective and strategy for undertaking
each hedge transaction. Because of the high degree of effectiveness between the
hedging instrument and the underlying exposure being hedged, fluctuations in the
value of the derivative instruments are generally offset by changes in the value
or cash flows of the underlying exposures being hedged. Derivatives are recorded
in the consolidated balance sheet at fair value, determined using available
market information or other appropriate valuation methodologies, in other
current or noncurrent assets or liabilities. The earnings impact resulting from
the change in fair value of the derivative instruments is recorded in the same
line item in the consolidated statement of earnings as the underlying exposure
being hedged. The financial instruments that are used in hedging transactions
are assessed both at inception and quarterly thereafter to ensure they are
effective in offsetting changes in either the fair value or cash flows of the
related underlying exposures. The ineffective portion of a financial
instrument's change in fair value, if any, would be recognized currently in
earnings together with the changes in fair value of derivatives not designated
as hedges.

56

Interest Rate Risk

Interest rate swaps may be used to manage interest rate risks associated with
International Paper's debt. Some of these instruments qualify for hedge
accounting in accordance with SFAS No. 133 and others do not. Interest rate swap
agreements with a total notional amount of approximately $1.0 billion and
maturities ranging from one to 22 years do not qualify as hedges under SFAS No.
133 and, consequently, were recorded at fair value on the transition date by a
pre-tax charge of approximately $20 million to earnings. For the year ended
December 31, 2002, the change in fair value of the swaps was immaterial, and is
not expected to have a material impact on earnings in the future, although some
volatility in a quarter is possible due to unforeseen market conditions.

The remainder of International Paper's interest rate swap agreements qualify as
fully effective fair value hedges under SFAS No. 133. At December 31, 2002 and
2001, outstanding notional amounts for its interest rate swap fair value hedges
amounted to $1.6 billion and $1.5 billion, respectively. The fair values of
these swaps were a net asset of approximately $111 million at December 31, 2002
and a net liability of $11 million at December 31, 2001.

In November 2002, interest rate swaps with a notional value of $550 million were
terminated in connection with the early retirement of International Paper's $1.2
billion notes due in July 2003. The resulting gain of approximately $6 million
is included in Restructuring and other charges in the accompanying consolidated
statement of earnings (see Note 6).

During 2002, International Paper entered into agreements to fix interest rates
on an anticipated $1.15 billion issuance of debt. Upon issuance of the debt in
the fourth quarter of 2002, these agreements generated a pre-tax loss of $2.8
million that was recorded in OCI. This amount is being amortized to interest
expense over the term of the bonds through October 30, 2012, yielding an
effective interest rate of 5.94%.

Commodity Risk

To minimize volatility in earnings due to large fluctuations in the price of
commodities, International Paper currently uses swap and option contracts to
manage risks associated with market fluctuations in energy prices. Such cash
flow hedges with maturities of 12 months or less are accounted for by deferring
the after-tax quarterly change in fair value of the outstanding contracts in
OCI. On the date a contract matures, the gain or loss is reclassified into cost
of products sold concurrently with the recognition of the commodity purchased.
For the year ended December 31, 2002, International Paper reclassified after-tax
losses of $10 million from OCI. This amount represents the after-tax cash
settlements on the maturing energy hedge contracts.

Unrealized after-tax gains of $24 million were recorded to OCI during the year
ended December 31, 2002. After-tax gains of $13 million as of December 31, 2002
are expected to be reclassified into earnings in 2003. The net fair value of the
energy hedge contracts as of December 31, 2002 is an $18 million asset.

Foreign Currency Risk

International Paper's policy has been to hedge certain investments in foreign
operations with borrowings denominated in the same currency as the operation's
functional currency or by entering into long-term cross-currency and interest
rate swaps, or short-term foreign exchange contracts. These financial
instruments are effective as a hedge against fluctuations in currency exchange
rates. Gains or losses from changes in the fair value of these instruments,
which are offset in whole or in part by translation gains and losses on the
foreign operation's net assets hedged, are recorded as translation adjustments
in OCI. Upon liquidation or sale of the foreign investments, the accumulated
gains or losses from the revaluation of the hedging instruments, together with
the translation gains and losses on the net assets, are included in earnings.
For the year ended December 31, 2002, net losses included in OCI on derivative
and debt instruments hedging foreign net investments amounted to $46 million
after taxes and minority interest.

Long-term cross-currency and interest rate swaps and short-term currency swaps
are used to mitigate the risk associated with changes in foreign exchange rates,
which will affect the fair value of debt denominated in a foreign currency.
These hedges existing as of December 31, 2002, totaling a net fair value
liability of $90 million have not been designated as hedges pursuant to SFAS No.
133. The impact on earnings from changes in the derivative values is
substantially offset by the earnings impact from remeasuring the foreign
currency debt each period.

Foreign exchange contracts (including forward, swap and purchase option
contracts) are also used to hedge certain transactions, primarily trade receipts
and payments denominated in foreign currencies, to manage volatility associated
with these transactions and to protect International Paper from currency
fluctuations between the contract date and ultimate settlement. These contracts,
most of which have been designated as cash flow hedges, had maturities of five
years or less as of December 31, 2002. For the year ended December 31, 2002, net
unrealized gains totaling $49 million after taxes and minority interest were
recorded in OCI, net of $14 million income after taxes and minority interest
reclassified to earnings. As of December 31, 2002, gains of $19 million after
taxes and minority interest are expected to be reclassified to earnings in 2003.
Other

57

contracts are used to offset the earnings impact relating to the variability in
exchange rates on certain short-term monetary assets and liabilities denominated
in nonfunctional currencies and are not designated as hedges. Changes in the
fair value of these instruments, recognized currently in earnings to offset the
remeasurement of the related assets and liabilities, were not significant.

International Paper does not hold or issue financial instruments for trading
purposes. The counterparties to swap agreements and foreign exchange contracts
consist of a number of major international financial institutions. International
Paper continually monitors its positions with and the credit quality of these
financial institutions and does not expect nonperformance by the counterparties.

NOTE 15 CAPITAL STOCK

The authorized capital stock at both December 31, 2002 and 2001 consisted of
990,850,000 shares of common stock, $1 par value; 400,000 shares of cumulative
$4 preferred stock, without par value (stated value $100 per share); and
8,750,000 shares of serial preferred stock, $1 par value. The serial preferred
stock is issuable in one or more series by the Board of Directors without
further shareholder action.

NOTE 16 RETIREMENT PLANS

International Paper maintains pension plans that provide retirement benefits to
substantially all employees. Employees generally are eligible to participate in
the plans upon completion of one year of service and attainment of age 21.

The plans provide defined benefits based on years of credited service and either
final average earnings (salaried employees), hourly job rates or specified
benefit rates (hourly and union employees).

U.S. Defined Benefit Plans

International Paper makes contributions that are sufficient to fully fund its
actuarially determined costs, generally equal to the minimum amounts required by
the Employee Retirement Income Security Act (ERISA).

Net Periodic Pension Income

Service cost is the actuarial present value of benefits attributed by the plans'
benefit formula to services rendered by employees during the year. Interest cost
represents the increase in the projected benefit obligation, which is a
discounted amount, due to the passage of time. The expected return on plan
assets reflects the computed amount of current year earnings from the investment
of plan assets using an estimated long-term rate of return.

Net periodic pension income for qualified and nonqualified defined benefit plans
comprised the following:

(a) Excludes $3 million and $75 million of expense in 2002 and 2001,
respectively, for curtailment and settlement charges relating to
divestitures that were recorded in Restructuring and other charges and Net
gains (losses) on sales and impairments of businesses held for sale in the
consolidated statement of earnings.

The decrease in 2002 U.S. pension income was principally due to a reduction in
the expected long-term rate of return on plan assets to 9.25% for 2002 from 10%
for 2001, with smaller impacts from a reduction in the assumed discount rate to
7.25% for 2002 from 7.50% for 2001, and a reduction in the assumed rate of
future compensation increase to 4.50% in 2002 from 4.75% in 2001. The increase
in pension income in 2001 was primarily due to the inclusion of the return on
Champion plan assets added to the plans after the acquisition date.

International Paper evaluates its actuarial assumptions on an annual basis and
considers changes in these long-term factors based upon market conditions and
the requirements of SFAS No. 87, "Employers' Accounting for Pensions."

Weighted average assumptions as of December 31, 2002, 2001 and 2000 were as
follows:

58

To calculate pension expense for 2003, the company will use a discount rate of
6.50%, an expected long-term rate of return on plan assets of 8.75% and a 3.75%
rate of compensation increase. As a result of these assumption changes, the
company estimates that it will record net pension expense of approximately $25
million for its U.S. defined benefit plans in 2003.

The following illustrates the effect on pension expense for 2003 of a 25 basis
point decrease in these assumptions:

2002 Minimum Pension Liability Adjustment

At December 31, 2001, a prepaid pension cost asset of approximately $1.6 billion
related to International Paper's qualified pension plan was included in Deferred
charges and other assets in the accompanying consolidated balance sheet. At
December 31, 2002, the market value of plan assets was less than the accumulated
benefit obligation (ABO) for this plan. In accordance with the requirements of
SFAS No. 87, the prepaid asset of approximately $1.7 billion at December 31,
2002 was written off, and a net minimum liability of $992 million was
established equal to the shortfall of the market value of plan assets below the
ABO, resulting in an after-tax direct charge to Common shareholders' equity of
$1.5 billion, with no impact on earnings, earnings per share or cash. This
reduction had no adverse affect on International Paper's debt covenants.

Unrecognized Actuarial Losses

SFAS No. 87 provides for delayed recognition of actuarial gains and losses,
including amounts arising from changes in the estimated projected plan benefit
obligation due to changes in the assumed discount rate, differences between the
actual and expected return on plan assets, and other assumption changes. These
net gains and losses are recognized prospectively over a period that
approximates the average remaining service period of active employees expected
to receive benefits under the plans (approximately 15 years) to the extent that
they are not offset by gains and losses in subsequent years. Unrecognized
actuarial losses in the table below increased during 2002 to approximately $2.9
billion due principally to the decline in the fair value of plan assets and
lower discount rates. Unless offset by the future unrecognized gains from higher
discount rates or higher than projected returns on plan assets in future years,
the amortization of these unrecognized losses will increase pension expense by
approximately $30 million per year for each of the next three years.

Included in the following table are the changes in benefit obligation, and plan
assets for 2002 and 2001 and the plans' funded status and amounts recognized in
the consolidated balance sheet as of December 31, 2002 and 2001. The benefit
obligation as of December 31, 2002 increased by $692 million, principally as a
result of a decrease in the discount rate used in computing the estimated
benefit obligation. Plan assets decreased $918 million principally as a result
of the sharp decline in the stock market during 2002, and the resulting negative
actual return on plan assets, and benefits paid during 2002.

(a) Includes $23.3 million for 2001 in special termination benefits
attributable to the elimination of positions in

59

connection with a severance program provided to employees whose jobs were
eliminated as a result of the acquisition of Champion. Also included was a
curtailment gain of $1.1 million for 2001.

(b) Included in Net gains (losses) on sales and impairments of businesses held
for sale in the consolidated statement of earnings is $8.8 million and
$14.5 million for 2002 and 2001, respectively, in curtailment losses and
$10.6 million of settlement gains and $44.6 million of settlement losses
for 2002 and 2001, respectively, related to the divestitures of Masonite,
Petroleum and Minerals, Flexible Packaging, Decorative Products and other
smaller businesses.

(c) Included in Restructuring and other charges was $2.6 million and $11.8
million for 2002 and 2001, respectively, in curtailment losses relating to
a cost reduction program and facility rationalizations.

(d) Included in Restructuring and other charges was $2.4 million and $3.6
million for 2002 and 2001, respectively, for special termination benefits
attributable to the elimination of approximately 465 positions in
connection with facility rationalizations.

For pension plans with accumulated benefit obligations in excess of plan assets,
the projected benefit obligation, accumulated benefit obligation, and fair value
of plans assets were $7.1 billion, $6.8 billion, and $5.6 billion, respectively,
as of December 31, 2002 and $221.5 million, $181.8 million, and $0,
respectively, as of December 31, 2001.

Plan assets, which are held in master trust accounts, consist of approximately
60% equity securities, 30% fixed income securities and 10% real estate and
other, and include investments in International Paper common stock in the
amounts of $25 million (.4%) and $219 million (3%) at December 31, 2002 and
2001, respectively.

Non-U.S. Defined Benefit Plans

Generally, International Paper's non-U.S. pension plans are funded using the
projected benefit as a target, except in certain countries where funding of
benefit plans is not required. Net periodic pension expense for our non-U.S.
plans was $26 million for 2002, $19 million for 2001 and $24 million for 2000.

The non-U.S. plans' projected benefit obligations and fair values of plan assets
as of December 31, 2002 amounted to $416 million and $287 million, respectively.
For non-U.S. plans with accumulated benefit obligations in excess of plan
assets, the projected benefit obligations, accumulated benefit obligations, and
fair values of plan assets totaled $346 million, $286 million, and $217 million,
respectively. Plan assets are composed principally of common stocks and fixed
income securities. In accordance with SFAS No. 87, minimum liability adjustments
of $46 million were recorded in 2002, resulting in a charge to equity of $21
million after taxes and minority interest.

Other Plans

International Paper sponsors defined contribution plans (primarily 401(k)) to
provide substantially all U.S. salaried and certain hourly employees of
International Paper an opportunity to accumulate personal funds for their
retirement. Contributions may be made on a before-tax basis to substantially all
of these plans.

As determined by the provisions of each plan, International Paper matches the
employees' basic voluntary contributions. Such matching contributions to the
plans were approximately $66 million, $78 million and $65 million for the plan
years ending in 2002, 2001 and 2000, respectively. The net assets of these plans
approximated $3.5 billion as of the 2002 plan year-end including approximately
$799 million (23%) in International Paper common stock.

NOTE 17 POSTRETIREMENT BENEFITS

International Paper provides certain retiree health care and life insurance
benefits covering a majority of U.S. salaried and certain hourly employees.
Employees are generally eligible for benefits upon retirement and completion of
a specified number of years of creditable service. An amendment in 1992 to one
of the plans limits the maximum annual company contribution for health care
benefits for retirees after January 1, 1992, based on age at retirement and
years of service after age 50. Amortization of this plan amendment, which
reduced annual net postretirement benefit cost, was completed in 1999.
International Paper does not prefund these benefits and has the right to modify
or terminate certain of these plans in the future.

The components of postretirement benefit expense in 2002, 2001 and 2000 were as
follows:

60

The plan is only funded in an amount equal to benefits paid. The following table
presents the changes in benefit obligation and plan assets for 2002 and 2001:

(a) Includes $4.0 million in 2001 for special termination benefits attributable
to the elimination of positions in connection with a severance program
provided to employees whose jobs were eliminated as a result of the
Champion acquisition.

(b) Included in Net gains (losses) on sales and impairments of businesses held
for sale in 2002 and 2001 were curtailment gains of $1 million and $5.6
million, respectively related to the sales of Masonite, Flexible Packaging,
Decorative Products and other smaller businesses.

(c) Included in Restructuring and other charges are $1.2 million and $3.4
million of curtailment gains related to the elimination of 396 positions in
2002 and 4,311 positions in 2001 in connection with a cost reduction
program and facility rationalizations.

(d) Includes $5 million in 2001 for special termination benefits attributable
to the elimination of approximately 515 positions in connection with a
facility rationalization program begun in 2000.

Future benefit costs were estimated assuming medical costs would increase at a
10% annual rate, decreasing to a 5% annual growth rate ratably over the next
five years and then remaining at a 5% annual growth rate thereafter. A 1%
increase in this annual trend rate would have increased the accumulated
postretirement benefit obligation at December 31, 2002 by $58 million. A 1%
decrease in the annual trend rate would have decreased the accumulated
postretirement benefit obligation at December 31, 2002 by $53 million. The
effect on net postretirement benefit cost from a 1% increase or decrease would
be approximately $4 million. The weighted average discount rate used to estimate
the accumulated postretirement benefit obligation at December 31, 2002 was 6.50%
compared with 7.25% at December 31, 2001.

In addition to the U.S. plan, certain Canadian and Brazilian employees are
eligible for retiree health care and life insurance. Costs and obligations for
these plans were not significant.

NOTE 18 INCENTIVE PLANS

International Paper currently has a Long-Term Incentive Compensation Plan
(LTICP) that includes a Stock Option Program, a Restricted Performance Share
Program and a Continuity Award Program, administered by a committee of
nonemployee members of the Board of Directors (Committee) who are not eligible
for awards. Also, stock appreciation rights (SAR's) have been awarded to
employees of a non-U.S. subsidiary, with 17,745 and 14,961 issued and
outstanding at December 31, 2002 and 2001, respectively. We also have other
performance-based restricted share/unit programs available to senior executives
and directors.

International Paper applies the provisions of APB Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations and the disclosure
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," in
accounting for our plans.

Stock Option Program

International Paper accounts for stock options using the intrinsic value method
under APB Opinion No. 25. Under this method, compensation expense is recorded
over the related service period when the market price exceeds the option price
at the measurement date, which is the grant date for International Paper's
options. No compensation expense is recorded as options are issued with an
exercise price equal to the market price of International Paper stock on the
grant date.

During each reporting period, fully diluted earnings per share is calculated by
assuming that "in-the-money" options are exercised and the exercise proceeds are
used to repurchase shares in the marketplace. When options are actually
exercised, option proceeds are credited to equity and issued shares are included
in the computation of earnings per common share, with no effect on reported
earnings. Equity is

61

also increased by the tax benefit that International Paper will receive in its
tax return for income reported by the optionees in their individual tax returns.

Under the current program, officers and certain other employees may be granted
options to purchase International Paper common stock. The option price is the
market price of the stock on the close of business on the day prior to the date
of grant. During 2001, the program was changed so that options must be vested
before they can be exercised. Upon exercise of an option, a replacement option
may be granted under certain circumstances with an exercise price equal to the
market price at the time of exercise and with a term extending to the expiration
date of the original option.

For pro forma disclosure purposes, the fair market value of each option grant
has been estimated on the date of the grant using the Black-Scholes option
pricing model with the following weighted average assumptions used for grants in
2002, 2001 and 2000, respectively:

(a) The average fair market values of initial option grants during 2002, 2001
and 2000 were $8.77, $9.45 and $11.86, respectively.

(b) The average fair market values of replacement option grants during 2002,
2001 and 2000 were $8.59, $9.02 and $13.44, respectively.

(c) In 2000, the vesting period for current and prospective option grants under
the Stock Option Program was reduced from four to two years.

A summary of the status of the Stock Option Program as of December 31, 2002,
2001 and 2000 and changes during the years ended on those dates is presented
below:

(a) The table does not include Continuity Award tandem stock options described
below. No fair market value is assigned to these options under SFAS No.
123. The tandem restricted shares accompanying these options are expensed
over their vesting period.

(b) The table includes options outstanding under an acquired company plan under
which options may no longer be granted.

The following table summarizes information about stock options outstanding at
December 31, 2002:

- -----------------------------------------------------------------------------------
Options Outstanding Options Exercisable
------------------------------------- ---------------------------
Weighted Weighted Weighted
Range of Options Average Average Options Average
Exercise Outstanding Remaining Exercise Outstanding Exercise
Prices as of 12/31/02 Life Price as of 12/31/02 Price
- ----------------------------------------------------- ---------------------------

$29.31-$33.80 11,418,916 7.9 $31.40 6,102,443 $30.40
$33.81-$39.77 8,260,517 7.3 $36.05 2,270,624 $38.61
$39.78-$45.74 9,163,676 6.8 $41.82 3,978,571 $42.37
$45.75-$51.71 2,914,441 4.4 $47.58 2,914,441 $47.58
$51.72-$57.68 1,650,692 2.0 $54.50 1,650,692 $54.50
$57.69-$63.65 3,548,228 6.2 $59.02 3,548,228 $59.02
$63.66-$69.63 197,550 6.8 $64.77 197,550 $64.77
---------- --- ------ ---------- ------
37,154,020 6.8 $40.11 20,662,549 $43.20
========== ==========

62

Performance - Based Restricted Shares

Under the Restricted Performance Share Program, contingent awards of
International Paper common stock are granted by the Committee. Shares are earned
on the basis of International Paper's financial performance over a period of
consecutive calendar years as determined by the Committee. The Restricted
Performance Share Program in effect at the beginning of 1999 was terminated
during 1999. A one-time Transitional Performance Unit Program was in effect from
July 1, 1999 to December 31, 2000. During 2001, a new Restricted Performance
Share Program was approved and awards vesting over a three-year period were
granted. In 2002, awards vesting over a two-year period were granted.
Compensation expense for this variable plan is recorded over the applicable
vesting period.

The following summarizes the activity of all performance-based programs for the
three years ending December 31, 2002:

Continuity Award Program

The Continuity Award Program provides for the granting of tandem awards of
restricted stock and/or nonqualified stock options to key executives. Grants are
restricted and awards conditioned on attainment of specified age and years of
service requirements. Awarding of a tandem stock option results in the
cancellation of the related restricted shares. The Continuity Award Program also
provides for awards of restricted stock to key employees.

The following summarizes the activity of the Continuity Award Program for the
three years ending December 31, 2002:

(a) Also includes restricted shares cancelled when tandem stock options were
awarded. 200,000 and 560,000 tandem options were awarded in 2001 and 2000,
respectively. No tandem options were awarded in 2002.

At December 31, 2002 and 2001, a total of 12.6 million and 17.6 million shares,
respectively, were available for grant under the LTICP. In 1999, shareholders
approved an additional 25.5 million shares to be made available for grant, with
3.0 million of these shares reserved specifically for the granting of restricted
stock. No additional shares were made available during 2002, 2001 or 2000. A
total of 2.7 million shares and 3.0 million shares were available for the
granting of restricted stock as of December 31, 2002 and 2001, respectively.

The compensation cost charged to earnings for all the incentive plans was $28
million, $38 million and $28 million for 2002, 2001 and 2000, respectively.

63

Had compensation cost for International Paper's stock-based compensation
programs been determined consistent with the provisions of SFAS No. 123, its net
earnings, earnings per common share and earnings per common share - assuming
dilution would have been reduced to the pro forma amounts indicated below:

The effect on 2002, 2001 and 2000 pro forma net earnings, earnings per common
share and earnings per common share - assuming dilution of expensing the
estimated fair market value of stock options is not necessarily representative
of the effect on reported earnings for future years due to the vesting period of
stock options and the potential for issuance of additional stock options in
future years.

NOTE 19 SUBSEQUENT EVENTS

In January 2003, International Paper announced that it would close the Natchez,
Mississippi dissolving pulp mill by mid-2003 and exit the Chemical Cellulose
Pulp business.

64

Interim Financial Results (Unaudited)

- --------------------------------------------------------------------------------------------------------------------
In millions, except per share amounts
and stock prices 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Year
- --------------------------------------------------------------------------------------------------------------------

2002 (Restated)(a)
Net Sales $ 6,038 $6,305 $6,343 $6,290 $24,976
Gross Margin(b) 1,573 1,717 1,732 1,698 6,720
Earnings (Loss) Before Income Taxes,
Minority Interest and Cumulative
Effect of Accounting Change 139 (c) 236 (d) 268 (e) (272)(f) 371 (c-f)

Net Earnings (Loss) (1,110)(c) 215 (d) 145 (e) (130)(f,g) (880)(c-g)
Per Share of Common Stock
Earnings (Loss) $ (2.31)(c) $ 0.45 (d) $ 0.30 (e) $(0.27)(f,g) $ (1.83)(c-g)
Earnings (Loss) - Assuming Dilution (2.31)(c) 0.45 (d) 0.30 (e) (0.27)(f,g) (1.83)(c-g)
Dividends 0.25 0.25 0.25 0.25 1.00
Common Stock Prices
High $ 46.19 $45.20 $44.10 $39.60 $ 46.19
Low 37.89 39.13 31.75 31.35 31.35

2001
Net Sales $ 6,894 $6,686 $6,529 $6,254 $26,363
Gross Margin(b) 1,756 1,772 1,740 1,686 6,954
Earnings (Loss) Before Income Taxes,
Minority Interest, Extraordinary Items and
Cumulative Effect of Accounting Change 87 (h) (432)(j) (287)(k) (633)(l) (1,265)(h,j-l)
Net Earnings (Loss) (44)(h,i) (313)(j) (275)(k) (572)(l) (1,204)(h-l)
Per Share of Common Stock
Earnings (Loss) $ (0.09)(h) $(0.65)(j) $(0.57)(k) $(1.19)(l) $ (2.50)(h-l)
Earnings (Loss) - Assuming Dilution (0.09)(h,i) (0.65)(j) (0.57)(k) (1.19)(l) (2.50)(h-l)
Dividends 0.25 0.25 0.25 0.25 1.00
Common Stock Prices
High $ 43.25 $41.00 $42.50 $41.80 $ 43.25
Low 32.90 33.31 30.70 33.61 30.70

Footnotes to Interim Financial Results

(a) 2002 first quarter net earnings have been restated as required under SFAS
No. 142, to reflect the $1.2 billion ($2.44 per share) transitional
goodwill impairment charge for the adoption of SFAS No. 142. Net earnings
as previously reported in the first quarter 10-Q were $65 million, and both
basic and diluted earnings per share, as previously reported, were $0.13.

(b) Gross margin represents net sales less cost of products sold.

(c) Includes a $10 million pre-tax credit ($7 million after taxes) for the
reversal of fourth quarter 2001 restructuring reserves no longer required.

(d) Includes a $28 million gain before taxes and minority interest ($96 million
after taxes and minority interest) related to sales and expenses of
businesses held for sale and a $79 million charge before taxes ($50 million
after taxes) for asset shutdowns of excess internal capacity and cost
reduction actions.

(e) Includes a $3 million pre-tax gain ($1 million after taxes) related to
adjustments of previously recorded costs of businesses held for sale and a
$19 million charge before taxes and minority interest ($9 million after
taxes and minority interest) for asset write-downs and cost reduction
actions.

65

(f) Includes a charge of $101 million before taxes and minority interest ($71
million after taxes and minority interest) for facility closures,
administrative realignment severance costs, and cost reduction actions, a
pre-tax charge of $450 million ($278 million after taxes) for additions to
the existing exterior siding legal reserves, a charge of $46 million before
taxes and minority interest ($27 million after taxes and minority interest)
for early debt retirement costs, a pre-tax credit of $58 million ($36
million after taxes) for the reversal of restructuring and realignment
reserves no longer required, and a credit of $10 million before taxes ($4
million after taxes) to adjust accrued costs of businesses sold or held for
sale.

(g) Reflects a decrease of $46 million in the income tax provision in the
fourth quarter of 2002 for a reduction of deferred state income tax
liabilities.

(h) Includes $10 million of pre-tax charges ($6 million after taxes) for
Champion merger integration costs.

(i) Includes an extraordinary pre-tax charge of $73 million ($46 million after
taxes) related to the impairment of Masonite and the divestiture of the
Petroleum and Minerals assets.

(j) Includes $32 million of pre-tax charges ($22 million after taxes) for
Champion merger integration costs. Also includes a charge of $465 million
before taxes and minority interest ($300 million after taxes and minority
interest) for facility closures, administrative realignment and related
severance reserves and a pre-tax charge of $85 million ($55 million after
taxes) for impairment losses on assets of businesses held for sale.

(k) Includes a net gain of $47 million before taxes (net loss of $2 million
after taxes) related to the disposition and impairment losses on assets of
businesses held for sale and charges in the amount of $481 million before
taxes ($341 million after taxes) in connection with facility and business
rationalizations and an increase in litigation related reserves.

(l) Includes a pre-tax charge of $171 million ($111 million after taxes) for
asset shutdowns of excess internal capacity and cost reduction actions, a
pre-tax charge of $591 million ($530 million after taxes) related to
dispositions and asset impairments of businesses held for sale, and a $17
million pre-tax credit ($11 million after taxes) for the reversal of
reserves no longer required.

66

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

In April 2002, the Company engaged Deloitte & Touche LLP (Deloitte & Touche) to
serve as International Paper's independent auditor for 2002. Prior to that date,
Arthur Andersen LLP (Andersen) had served as the Company's independent public
accountants.

The reports by Andersen on the Company's consolidated financial statements for
the past two years did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles. Andersen's report on International Paper's consolidated financial
statements for 2001 was issued on an unqualified basis in conjunction with the
publication of International Paper's 2001 Annual Report to Shareowners and the
filing of International Paper's Annual Report on Form 10-K.

During the Company's two most recent fiscal years, and through the date of the
change, there were no disagreements with Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to Andersen's satisfaction, would have caused
them to make reference to the subject matter in connection with their report on
the Company's consolidated financial statements for such years; and there were
no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

The decision to change accountants was recommended by the Audit and Finance
Committee and approved by the Board of Directors on April 9, 2002.

During 2002, there were no disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which, if not resolved to Deloitte & Touche's satisfaction,
would have caused them to make reference to the subject matter in connection
with their report on the Company's consolidated financial statements for 2002
and there were no reportable events, as listed in Item 304(a)(1)(v) of
Regulation S-K.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning directors of the Company is hereby incorporated by
reference to our definitive proxy statement which will be filed with the
Securities and Exchange Commission (SEC) within 120 days of the close of our
fiscal year. Information with respect to the executive officers of the Company
is set forth below:

John T. Dillon, 64, chairman and chief executive officer since 1996.

John V. Faraci, 53, president since 2003 and chief financial officer since 2000.
Prior to this he was executive vice president and chief financial officer from
2000 to 2003. From 1999 to 2000 he was senior vice president - finance and chief
financial officer. From 1995 until 1999 he was chief executive officer and
managing director of Carter Holt Harvey Limited, of New Zealand.

Robert M. Amen, 53, executive vice president since 2000. He served as President
- - International Paper - Europe from 1996 to 2000.

Marianne M. Parrs, 58, executive vice president since 1999. She was senior vice
president and chief financial officer from 1995 to 1999.

James P. Melican Jr., 62, executive vice president since 1991.

David W. Oskin, 60, executive vice president since 1995. Announced his
resignation from the Company on January 17, 2003.

George A. O'Brien, 54, senior vice president - forest resources and wood
products since November 2001. Prior to that he was senior vice president -
forest resources from 1999 to 2001. From 1997 to 1999 he was vice president -
forest resources.

Christopher P. Liddell, 44, vice president - finance and controller since
February 2003 and vice president - finance since December 2002. Prior to that he
was chief executive officer of Carter Holt Harvey Limited from 1999 to 2002 and
chief financial officer of Carter Holt Harvey Limited from 1995 to 1998.

Executive officers of International Paper are elected to hold office until the
next annual meeting of the Board of Directors following the annual meeting of
shareholders and until election of successors, subject to removal by the Board.

Information with respect to compliance with Section 16(a) of the Securities and
Exchange Act is hereby incorporated by reference to our definitive proxy
statement which will be filed with the SEC within 120 days of the close of our
fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to the compensation of executives and directors of the
Company is hereby incorporated by reference to our definitive proxy statement
which will be filed with the SEC within 120 days of the close of our fiscal
year.

67

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

A description of the security ownership of certain beneficial owners and
management and equity compensation plan information is hereby incorporated by
reference to our definitive proxy statement which will be filed with the SEC
within 120 days of the close of our fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A description of certain relationships and related transactions is hereby
incorporated by reference to our definitive proxy statement which will be filed
with the SEC within 120 days of the close of our fiscal year.

PART IV

ITEM 14. CONTROLS AND PROCEDURES

Within 90 days prior to the filing of this report, an evaluation was carried out
under the supervision and with the participation of the Company's management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures, as defined in Rule
13a-14(c) under the Securities Exchange Act (Act). Based upon this evaluation,
the Chief Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports we file under the Act is
recorded, processed, summarized and reported by management of the Company on a
timely basis in order to comply with the Company's disclosure obligations under
the Act and the SEC rules thereunder.

Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) Financial Statements - See Item 8. Financial Statements and
Supplementary Data.

(2) Financial Statement Schedules - The following additional financial
data should be read in conjunction with the financial statements in
Item 8. Schedules not included with this additional financial data
have been omitted because they are not applicable, or the required
information is shown in the financial statements or the notes thereto.

Additional Financial Data 2002, 2001 and 2000

Report of Independent Auditors
on Financial Statement Schedule for 2002......... 71
Report of Independent Public Accountants on
Financial Statement Schedule for 2001 and 2000... 71
Consolidated Schedule: II-Valuation
and Qualifying Accounts.......................... 72

(3) Exhibits:

(3.1) Form of Restated Certificate of Incorporation of International Paper
Company (incorporated by reference to the Company's Report on Form 8-K
dated November 20, 1990, File No. 1-3157).

(3.2) Certificate of Amendment to the Certificate of Incorporation of
International Paper Company (incorporated herein by reference to
Exhibit (3) (i) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, File No. 1-3157).

(3.3) Certificate of Amendment of the Certificate of Incorporation of
International Paper Company (incorporated by reference to Exhibit 3.1
of the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001, File No. 1-3157).

(3.4) By-laws of the Company, as amended (incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended December 31,
2001, File No. 1-3157).

(4.1) Specimen Common Stock Certificate (incorporated by reference to
Exhibit 2-A to the Company's registration statement on Form S-7, No.
2-56588, dated June 10, 1976).

(4.2) Indenture, dated as of April 12, 1999, between International Paper and
The Bank of New York, as Trustee (incorporated by reference to Exhibit
4.1 to International Paper's Report on Form 8-K filed on June 29,
2000, File No. 1-3157).

(4.3) 8 1/8% Notes Due July 8, 2005 Supplemental Indenture dated as of June
14, 2000, between International Paper and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.4 to International
Paper's Report on Form 8-K filed on June 29, 2000, File No. 1-3157).

68

(4.4) Form of new 8 1/8% Notes due July 8, 2005 (incorporated by reference
to Exhibit 4.1 to International Paper Company's Registration Statement
on Form S-4 dated October 23, 2000, as amended November 15, 2000, File
No. 333-48434).

(4.5) Zero Coupon Convertible Senior Debentures due June 20, 2021
(incorporated by reference to Exhibit 4.2 to International Paper
Company's Registration Statement on Form S-3 dated June 20, 2001, as
amended September 7, 2001, October 31, 2001 and January 16, 2002, File
No. 333-69082).

(4.6) 6.75% Notes due 2011 Supplemental Indenture between International
Paper Company and The Bank of New York (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q dated
September 30, 2001, File No. 1-3157).

In accordance with Item 601 (b) (4) (iii) (A) of Regulation S-K,
certain instruments respecting long-term debt of the Company have been
omitted but will be furnished to the Commission upon request.

(10.1) Long-Term Incentive Compensation Plan, as amended (incorporated by
reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001).

(10.2) Restricted Stock Plan for Non-Employee Directors (incorporated by
reference to Exhibit 99 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999, File No. 1-3157).

(10.3) Management Incentive Plan, amended and restated as of January 1, 2002.

(10.4) Form of individual non-qualified stock option agreement under the
Company's Long-Term Incentive Compensation Plan (incorporated by
reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001, File No. 1-3157).

(10.5) Form of individual executive continuity award under the Company
Long-Term Incentive Compensation Plan (incorporated by reference to
Exhibit 10.9 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, File No. 1-3157).

(10.6a) Form of Change of Control Agreement for Chief Executive Officer
(incorporated by reference to Exhibit 10.8a to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001, File
No. 1-3157).

(10.6b) Form of Change of Control Agreement--Tier I (incorporated by reference
to Exhibit 10.8b to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, File No. 1-3157).

(10.6c) Form of Change of Control Agreement--Tier II (incorporated by
reference to Exhibit 10.8c to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001, File No. 1-3157).

(10.7) Unfunded Supplemental Retirement Plan for Senior Managers, as amended
(incorporated by reference to Exhibit 10.9 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001, File
No. 1-3157).

(10.8) International Paper Company Unfunded Savings Plan (incorporated by
reference to Exhibit 10.11 to the Company's Form 10-K/A for the year
2000 dated January 16, 2002, File No. 1-3157).

(10.9) International Paper Company Pension Restoration Plan for Salaried
Employees (incorporated by reference to Exhibit 10.12 to the Company's
Form 10-K/A for the year 2000 dated January 16, 2002, File No.
1-3157).

(10.10) International Paper Company Unfunded Supplemental Plan for Senior
Managers (incorporated by reference to Exhibit 10.13 to the Company's
Form 10-K/A for the fiscal year ended 2000, dated January 16, 2002,
File No. 1-3157).

(10.11) 364-Day Credit Agreement dated as of March 8, 2002 between
International Paper Company, the Lenders Party Thereto, and the other
parties named therein.

(11) Statement of Computation of Per Share Earnings.

(12) Computation of Ratio of Earnings to Fixed Charges.

(21) List of Subsidiaries of Registrant.

(23) Consent of Independent Auditors.

(24) Power of Attorney.

69

(99.1) Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

(99.2) Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

International Paper filed a report on Form 8-K on October 23, 2002, under
Item 5, reporting earnings for the quarter ended September 30, 2002.

International Paper filed a report on Form 8-K on October 24, 2002, under
Item 5, announcing the commencement of a private placement with
institutional investors to raise proceeds from the issuance of 10-year
notes.

International Paper filed a report on Form 8-K on January 16, 2003, under
Items 5 and 9, reporting that International Paper will record a pre-tax
charge of $450 million in its fourth quarter 2002 earnings for additional
exterior siding and roofing legal reserves, and that International Paper
will report fourth quarter operating earnings that will be slightly above
First Call consensus estimates of $0.26 per share, before special items.

International Paper filed a report on Form 8-K on January 17, 2003, under
Item 5, announcing that David W. Oskin, executive vice president, has
resigned from the Company.

International Paper filed a report on Form 8-K on January 31, 2003, under
Items 5 and 9, reporting earnings for the fourth quarter 2002.

International Paper filed a report on Form 8-K on February 21, 2003, under
Item 5, reporting the promotion of John V. Faraci to president and election
to the Company's board of directors.

70

REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE

To the Shareholders of International Paper Company:

We have audited the consolidated financial statements of International Paper
Company as of and for the year ended December 31, 2002, and have issued our
report thereon dated February 10, 2003; such financial statements and report
are included in your 2002 Annual Report to Stockholders and are incorporated
herein by reference. Our audit also included the financial statement schedule
of International Paper Company, listed in the accompanying index. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audit. In our opinion, such
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein. The consolidated financial statements and
financial statement schedule of the Company as of December 31, 2001 and for the
years ended December 31, 2001 and 2000, were audited by other auditors who have
ceased operations. Those other auditors expressed an unqualified opinion on
those consolidated financial statements and financial statement schedule in
their reports dated February 12, 2002.

/s/ Deloitte & Touche LLP

New York, N.Y.
February 10, 2003

THIS REPORT SET FORTH BELOW IS A COPY OF A PREVIOUSLY ISSUED REPORT ON FINANCIAL
STATEMENT SCHEDULE BY ARTHUR ANDERSEN LLP. THIS REPORT HAS NOT BEEN REISSUED BY
ARTHUR ANDERSEN LLP IN CONNECTION WITH ITS INCLUSION IN THIS FORM 10-K.

To International Paper Company:

We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in the Company's
2001 Annual Report to Shareholders incorporated by reference in this Form 10-K
and have issued our report thereon dated February 12, 2002. Our audits were made
for the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the accompanying index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
The schedule has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, based on our audits,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.

New York, N.Y.
February 12, 2002

71

SCHEDULE II

INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

In millions
- ---------------------------------------------------------------------------------------------------------
For the Year Ended December 31, 2002
--------------------------------------------------------------
Additions
Balance at Additions Charged to Deductions Balance at
Beginning Charged to Other from End
of Period Earnings Accounts Reserves of Period
---------- ---------- ---------- ---------- ----------

Description
Reserves Applied Against Specific Assets
Shown on Balance Sheet:
Doubtful accounts - current $179 $ 30 $-- $ (40)(a) $169
Restructuring reserves 321 119 -- (336)(b) 104

In millions
- ---------------------------------------------------------------------------------------------------------
For the Year Ended December 31, 2001
--------------------------------------------------------------
Additions
Balance at Additions Charged to Deductions Balance at
Beginning Charged to Other from End
of Period Earnings Accounts Reserves of Period
---------- ---------- ---------- ---------- ----------

Description
Reserves Applied Against Specific Assets
Shown on Balance Sheet:
Doubtful accounts - current $128 $ 82 $-- $ (31)(a) $179
Restructuring reserves 242 385 -- (306)(b) 321

In millions
- ---------------------------------------------------------------------------------------------------------
For the Year Ended December 31, 2000
--------------------------------------------------------------
Additions
Balance at Additions Charged to Deductions Balance at
Beginning Charged to Other from End
of Period Earnings Accounts Reserves of Period
---------- ---------- ---------- ---------- ----------

Description

Reserves Applied Against Specific Assets
Shown on Balance Sheet:
Doubtful accounts - current $106 $ 46 $-- $ (24)(a) $128
Restructuring reserves 115 248 -- (121)(b) 242

(a) Includes write-off, less recoveries, of accounts determined to be
uncollectible and other adjustments.

(b) Includes payments and deductions for reversals of previously established
reserves that were no longer required.

72

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

INTERNATIONAL PAPER COMPANY

By: /S/ BARBARA L. SMITHERS February 28, 2003
----------------------------
Barbara L. Smithers
Vice President and Secretary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:

Signature Title Date
- -------------------------------------------------------------------------------------------

/S/ JOHN T. DILLON Chairman of the Board, Chief February 28, 2003
- -------------------------------- Executive Officer and
John T. Dillon Director

/S/ JOHN V. FARACI President, February 28, 2003
- -------------------------------- Chief Financial Officer and Director
John V. Faraci

/S/ ROBERT J. EATON* Director February 28, 2003
- --------------------------------
Robert J. Eaton

/S/ SAMIR G. GIBARA* Director February 28, 2003
- --------------------------------
Samir G. Gibara

/S/ JAMES A. HENDERSON* Director February 28, 2003
- --------------------------------
James A. Henderson

/S/ ROBERT D. KENNEDY* Director February 28, 2003
- --------------------------------
Robert D. Kennedy

/S/ W. CRAIG MCCLELLAND* Director February 28, 2003
- --------------------------------
W. Craig McClelland

/S/ DONALD F. MCHENRY* Director February 28, 2003
- --------------------------------
Donald F. McHenry

/S/ PATRICK F. NOONAN* Director February 28, 2003
- --------------------------------
Patrick F. Noonan

73

/S/ JANE C. PFEIFFER* Director February 28, 2003
- --------------------------------
Jane C. Pfeiffer

/S/ CHARLES R. SHOEMATE* Director February 28, 2003
- --------------------------------
Charles R. Shoemate

/S/ CHRISTOPHER P. LIDDELL Vice President - Finance and February 28, 2003
- -------------------------------- Controller
Christopher P. Liddell

*By: /S/ BARBARA L. SMITHERS February 28, 2003
---------------------------
Barbara L. Smithers
Attorney-in-fact

74

CERTIFICATIONS

I, John T. Dillon, certify that:

1. I have reviewed this annual report on Form 10-K of International Paper
Company;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

/S/ JOHN T. DILLON
- --------------------------------------------
John T. Dillon
Chairman and Chief Executive Officer
February 28, 2003

75

I, John V. Faraci, certify that:

1. I have reviewed this annual report on Form 10-K of International Paper
Company;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

/S/ JOHN V. FARACI
- --------------------------------------------
John V. Faraci
President and Chief Financial Officer
February 28, 2003

76

Appendix I

2002 Listing of Facilities
(all facilities are owned except as noted otherwise)

PRINTING PAPERS Hinton, Alberta, Canada Auburndale, Florida
Quesnel, British Columbia, Canada Forest Park, Georgia
Business Papers, Coated Papers, Maresquel, France Savannah, Georgia
Fine Papers and Pulp Saillat, France Statesboro, Georgia
U.S.: Saint Die, France Chicago, Illinois
Courtland, Alabama (Anould Mill) Des Plaines, Illinois
Selma, Alabama Bartorex, Poland Fort Wayne, Indiana
(Riverdale Mill) Klucze, Poland Lexington, Kentucky
Pine Bluff, Arkansas Kwidzyn, Poland Lafayette, Louisiana
Ontario, California leased Tor-Pal, Poland Shreveport, Louisiana
(C & D Center) Svetogorsk, Russia Springhill, Louisiana
Cantonment, Florida Inverurie, Scotland Auburn, Maine
(Pensacola Mill) Howell, Michigan
Augusta, Georgia INDUSTRIAL AND Kalamazoo, Michigan
Bastrop, Louisiana CONSUMER PACKAGING Monroe, Michigan
(Louisiana Mill) Minneapolis, Minnesota
Springhill, Louisiana INDUSTRIAL PACKAGING Houston, Mississippi
(C & D Center) Kansas City, Missouri
Bucksport, Maine Containerboard Geneva, New York
Jay, Maine U.S.: King's Mountain, North Carolina
(Androscoggin Mill) Prattville, Alabama Statesville, North Carolina
Westfield, Massachusetts Savannah, Georgia Cincinnati, Ohio
(C & D center) Terre Haute, Indiana Solon, Ohio
Quinnesec, Michigan Mansfield, Louisiana Wooster, Ohio
Sturgis, Michigan Pineville, Louisiana Lancaster, Pennsylvania
(C & D Center) Vicksburg, Mississippi Mount Carmel, Pennsylvania
Sartell, Minnesota Roanoke Rapids, North Carolina Washington, Pennsylvania
Ticonderoga, New York International: Georgetown, South Carolina
Riegelwood, North Carolina Arles, France Spartanburg, South Carolina
Wilmington, North Carolina leased Morristown, Tennessee
(Reclaim Center) Corrugated Container Murfreesboro, Tennessee
Hamilton, Ohio U.S.: Dallas, Texas
Saybrook, Ohio leased Bay Minette, Alabama Edinburg, Texas (2 locations)
(C & D center) Decatur, Alabama El Paso, Texas
Hazleton, Pennsylvania Conway, Arkansas Ft. Worth, Texas
(C & D Center) Fordyce, Arkansas leased San Antonio, Texas
Eastover, South Carolina Jonesboro, Arkansas Richmond, Virginia
Georgetown, South Carolina Russellville, Arkansas Cedarburg, Wisconsin
Sumter, South Carolina Carson, California Fond du Lac, Wisconsin
(C & D Center) Hanford, California
Franklin, Virginia Modesto, California
International: Stockton, California
Arapoti, Parana, Brazil Vernon, California
Mogi Guacu, Sao Paulo, Brazil Putnam, Connecticut

A-1

International: Cedar Rapids, Iowa DISTRIBUTION
Las Palmas, Canary Islands Framingham, Massachusetts xpedx
(2 locations) Kalamazoo, Michigan U.S.:
Tenerife, Canary Islands Raleigh, North Carolina Stores Group
Rancagua, Chile International: Chicago, Illinois
Chengdu, China London, Ontario, Canada 147 locations nationwide
Guangzhou, China Longueuil, Quebec, Canada 139 leased
Arles, France leased SouthCentral Region
Chalon-sur-Saone, France Shanghai, China Greensboro, North Carolina
Chantilly, France Santiago, Dominican Republic 39 branches in the Mid
Creil, France San Salvador, El Salvador leased American and Southeast States
LePuy, France Fukusaki, Japan 27 leased
Mortagne, France Seoul, Korea 11 branches in Michigan
Guadeloupe, French West Taipei, Taiwan and Ohio
Indies Guacara,Venezuela 10 leased
Wanchai, Hong Kong Midwest Region
Asbourne, Ireland Foodservice Denver, Colorado
Bellusco, Italy U.S.: 25 branches in the Great
Catania, Italy Visalia, California Lakes, Rocky Mountain
Pomezia, Italy Shelbyville, Illinois And South Plain States
San Felice, Italy Hopkinsville, Kentucky 24 leased
Alcala, Spain leased Kenton, Ohio West Region
Almeria, Spain leased Jackson, Tennessee Denver, Colorado
Barcelona, Spain International: 24 branches in the
Bilbao, Spain Brisbane, Australia Northwest and Pacific States
Gandia, Spain Santiago, Chile leased 16 leased
Valladolid, Spain Bogota, Columbia Specialty Business Group
Thrapston, United Kingdom Bombay, India Erlanger, Kentucky
Winsford, United Kingdom 3 branches nationwide
Shorewood Packaging all leased
Kraft Paper U.S.: Northeast Region
Courtland, Alabama Waterbury, Connecticut Hartford, Connecticut
Savannah, Georgia Indianapolis, Indiana 17 branches in New England
Mansfield, Louisiana Louisville, Kentucky and Middle Atlantic States
Roanoke Rapids, North Carolina Clifton, New Jersey 12 leased
Franklin, Virginia Edison, New Jersey International:
Englewood, New Jersey Papeteries de France
CONSUMER PACKAGING Harrison, New Jersey leased Pantin, France 2 locations
West Deptford, New Jersey 1 leased
Bleached Board Hendersonville, North Carolina Chihuahua, Mexico
Pine Bluff, Arkansas Weaverville, North Carolina 10 locations
Augusta, Georgia Springfield, Oregon all leased
Riegelwood, North Carolina Danville, Virginia
Georgetown, South Carolina Newport News, Virginia
Prosperity, South Carolina Roanoke, Virginia
Texarkana, Texas International:
Brockville, Ontario, Canada
Beverage Packaging Smith Falls, Ontario, Canada
U.S.: Toronto, Ontario, Canada
Turlock, California Guangzhou, China
Plant City, Florida Ebbw Vale, Wales, United Kingdom

A-2

Scaldia, Nijmegen, Netherlands Slaughter Myrtleford, Victoria, Australia
Impap Northwest (Milwaukee, OR) Whangarei, Marsden Point,
Tczew, Poland 5 locations leased New Zealand
3 leased International: Tokoroa, New Zealand
Santana, Amapa, Brazil Decorative Products Processing Plants
FOREST PRODUCTS Hinton, Alberta, Canada Auckland, New Zealand
Forest Resources Strachan, Alberta, Canada Decorative Products Distribution Center
U.S.: Sundre, Alberta, Canada Christchurch, New Zealand leased
Approximately 9.0 million Burns Lake, British Columbia, Panel Production Plants - New Zealand
acres in the South and North Canada (2 plants) Auckland
International: Houston, British Columbia, Canada Kopu
Approximately 1.5 million 100 Mile House, British Columbia, Rangiora
acres in Brazil Canada Panel Production Plants - Australia
Quesnel, British Columbia, Oberon, New South Wales (2 plants)
Realty Projects Canada (2 plants) St. Leonards, New South Wales
Haig Point Incorporated Williams Lake, British Columbia, leased
Daufuskie Island, South Carolina Canada Tumut, New South Wales
Gympie, Queensland
Wood Products CARTER HOLT HARVEY Mt. Gambier, South Australia
U.S.: Bell Bay, Tasmania
Chapman, Alabama Forestlands Building Supplies Retail Outlets
Citronelle, Alabama Approximately 810,000 Retail Outlets, 39 branches
Maplesville, Alabama acres in New Zealand (owned & leased) in New Zealand (23 leased)
Opelika, Alabama Pulp and Paper
Thorsby, Alabama Wood Products Kraft Paper, Pulp, Coated and
Moundville, Alabama Sawmills and Processing Plants Uncoated Papers and Bristols
(Tuskalusa Mill) Morwell, Australia leased Kinleith, New Zealand
Gurdon, Arkansas Oberon, New South Wales, Cartonboard
Leola, Arkansas Australia leased Whakatane, New Zealand
McDavid, Florida Mt. Gambier, South Australia, Containerboard
Whitehouse, Florida Australia leased Kinleith, New Zealand
Augusta, Georgia Box Hill, Victoria, Penrose, New Zealand
Folkston, Georgia Australia leased Fiber Recycling Operations
Meldrim, Georgia Myrtleford, Victoria, Auckland, New Zealand leased
Springhill, Louisiana Australia leased Tissue
Wiggins, Mississippi Kopu, New Zealand Pulp and Tissue Mills
Joplin, Missouri Nelson, New Zealand Box Hill, Victoria, Australia
Madison, New Hampshire Putaruru, New Zealand Kawerau, New Zealand
Armour, North Carolina Rotorua, New Zealand Conversion Sites
Seaboard, North Carolina Taupo, New Zealand Box Hill, Victoria, Australia
Johnston, South Carolina Tokoroa, New Zealand Clayton, Victoria, Australia leased
Newberry, South Carolina Timber Merchants - Australia Keon Park, Victoria, Australia leased
Sampit, South Carolina Sydney, New South Wales leased Suva, Fiji leased
Camden, Texas Hamilton Central, Queensland leased Auckland, New Zealand
Corrigan, Texas Mt.Gambier, South Australia Kawerau, New Zealand
Henderson, Texas Box Hill, Victoria leased Te Rapa, New Zealand
New Boston, Texas Perth, Western Australia leased
Franklin, Virginia Plywood Mills
Nangwarry, South Australia,
Australia

A-3

Packaging Niort, France
Case Manufacturing Greaker, Norway
Suva, Fiji Sandarne, Sweden
Northern, Auckland, New Zealand Bedlington, United Kingdom
Case South Island, Christchurch, Chester-le-Street, United Kingdom
New Zealand
Hamilton, New Zealand Chemical Cellulose Pulp
Central, Levin, New Zealand Natchez, Mississippi
Carton Manufacturing
Smithfield, New South Wales, IP Mineral Resources
Australia Houston, Texas leased
Crestmead, Queensland,
Australia leased Chocolate Bayou Water Company
Woodville, South Australia, Alvin, Texas
Australia
Dandenong, Victoria, Industrial Papers
Australia leased U.S.:
Reservoir, Victoria, Lancaster, Ohio
Australia leased De Pere, Wisconsin
Auckland, New Zealand Kaukauna, Wisconsin
Corrugated Manufacturing Menasha, Wisconsin
Melbourne, Australia leased International:
Sydney, Australia leased Heerlen, Netherlands
Paper Bag Manufacturing
Penrose, New Zealand Polyrey
Paper Cups Bergerac, France
Brisbane, Queensland, Australia (Couze Mill)
Packaging and Tissue Head Office Ussel, France
South Yarra, Victoria,
Australia leased
Graphics (Pre-Press)
Mentone, Victoria, Australia

SPECIALTY BUSINESSES AND OTHER

Chemicals
U.S.:
Panama City, Florida
Pensacola, Florida
Port St. Joe, Florida
Savannah, Georgia
Valdosta, Georgia
Picayune, Mississippi
Dover, Ohio
International:
Oulu, Finland
Valkeakoski, Finland

A-4