International Paper   Lexington, Kentucky

 Filed on 11-13-02
Financing activities for the first nine months of 2002 included a $926 million
net reduction in debt versus a $243 million net reduction in the comparable
2001 nine-month period. Also during the 2002 nine-month period, approximately
3.1 million shares were added to treasury stock at a cost of $124 million, while
1.2 million treasury shares were issued for $47 million for various incentive
plans. In the 2001 nine-month period, approximately 1.2 million shares were
added to treasury stock at a cost of $44 million with 1.7 million treasury
shares issued for $73 million for various incentive plans. Common stock
dividend payments were $.75 per share for both the 2002 and 2001 nine-month
periods.

                                                 (Exhibit 99)


INTERNATIONAL PAPER COMPANY - MANAGEMENT INCENTIVE PLAN (MIP)

AMENDED AND RESTATED AS OF JANUARY 1, 1999


I. PURPOSES OF THE PLAN

The purposes of this Amended and Restated Management Incentive Plan 
are: (a) to provide greater incentive for Participants to exert their 
best efforts to increase the profitability of the Company, (b) to 
attract and retain the best talent available, and (c) to further align 
the interests of the participants and shareholders. The awards made 
under the Plan are not a form of deferred regular compensation with 
respect to the Participants' normal performance of their regular 
duties, but are instead intended to provide an incentive to achieve 
higher than expected levels of performance.

II. DEFINITIONS

Business: "Business" means one of the Business Groups reporting 
directly to the Chairman.

Committee: "Committee" means the Management Development and 
Compensation Committee of the Company's Board of Directors.

Company: "Company" means International Paper Company, a New York 
corporation, together with its subsidiaries.

Company ROI: "Company ROI" means, with respect to any Plan Year, the 
Company's Return on Investment for such Plan Year compared to its 
budgeted Return on Investment for such Plan Year.

Competitive ROI: "Competitive ROI" means a comparison of the Company 
ROI with the ROI of the Company's Industry Financial Performance Peer 
Group, calculated on a weighted basis.

Division: "Division" means any subordinate organizational unit, other 
than those designated as a Mill, Facility, or Plant aligned with one 
of the businesses.

Employees: "Employees" means those persons who are full-time employees 
of the Company.
Executive Lead Team: "Executive Lead Team" means those individuals who 
by virtue of their positions and reporting levels with the Company, 
along with the Chairman and Chief Executive Officer, make up the 
policy making body responsible for guiding and directing the 
operations of the Company.

Goal Scale: "Goal Scale" means the conversion of the performance 
initiative rating to a percent of target award earned.

Industry Financial Performance Peer Group: "Industry Financial 
Performance Peer Group" means that representative group of companies 
in the paper and forest products industry with which the Company 
competes, as determined from time to time by the Company, listed in 
Appendix A.

Mill/Facility/Plant: "Mill/Facility/Plant" means a mill, facility, 
forest region, plant, or similar subdivision of a Business or Division.

Participant: "Participant" means a person who has been designated as a 
participant in the Plan, according to Section V.

Performance Initiative Rating: "Performance Initiative Rating" means 
the percentage amount assigned to a Performance Initiative for a level 
of achievement which translates to a percentage of the Target Award.

Performance Initiatives: "Performance Initiatives" means the measures 
developed around ROI, customer focus, operational excellence, and 
people development or other initiatives as identified by the Company 
upon which awards may be earned.

Plan: "Plan" means this Amended and Restated Management Incentive 
Plan, as may be amended from time to time.

Plan Year: "Plan Year" means the twelve month period corresponding to 
the Company's fiscal year.

Return on Investment/ROI: "Return on Investment" or "ROI" means 
earnings before interest and after taxes divided by capital employed.

Target Award: "Target Award" means an amount equal to the percentage 
of salary range midpoint applicable to the actual position level of 
each Participant, shown in Appendix B.


III. PLAN DESCRIPTION

The Plan is an annual cash incentive plan developed around the 
achievement of pre-established Return on Investment (ROI) measures and 
appropriate key performance initiatives promoting customer focus, 
operational excellence, and people development or other initiatives as 
identified by the Company. Participants earn awards from corporate, 
business/division, or mill/plant/facility performance in proportion to 
the organizational level in which they are assigned. Total awards 
cannot exceed 175% of the aggregate MIP targets for all Plan 
participants.

IV. ADMINISTRATION OF THE PLAN

The Plan operates at the discretion of the Management Development and 
Compensation Committee (Committee) of the Board of Directors. The 
Committee may exercise considerable discretion and judgment in 
interpreting the Plan, and adopting, from time to time, rules and 
regulations that govern the administration of the Plan.

The Committee delegates authority to the Chairman and Chief Executive 
Officer or his designee, for the day-to-day administration of the 
Plan, except for any participant considered an Officer/Insider of 
the Company or whose position level is 25 or higher.

Decisions of the Committee are final, conclusive and binding on all 
parties, including the Company, its shareholders, and employees.

V. PARTICIPATION IN THE PLAN

Participants in the Plan are limited to employees of the Company, 
whose positions are considered to have a meaningful impact on the 
Company's performance as determined by the Chairman and Chief 
Executive Officer or his designee. Employees who are eligible for 
participation in any other annual, recurring variable cash 
compensation plan of the Company are not eligible for participation 
in this Plan. Participation in this Plan, or receipt of an award under 
this Plan, does not give Participant or Employee any right to a 
subsequent award, or any right to continued employment by the Company 
for any period.

VI. AMOUNT AVAILABLE FOR INCENTIVE AWARDS

A. PERFORMANCE INITIATIVES. Corporate performance initiatives will 
be:

 Return on Investment (ROI) as compared to the annual budget, 
and 

 Return on Investment as compared to Industry Financial 
Performance Peer Group, 70% of total corporate performance 
will be driven by corporate ROI performance to the industry 
peer group. 30% will be driven by ROI performance to the 
budget.

Up to six additional initiatives may be identified for plan 
purposes. These additional initiatives are based on 
appropriate business level ROI and appropriate corporate or 
business customer focus, operational excellence, and people 
development goals. Weighting of the initiatives will be 
dependent upon the specific needs of the business and 
opportunity for the participant to contribute and affect 
performance against the initiatives.

B. PERFORMANCE INITIATIVE RATING. Each performance initiative will 
be evaluated at the end of the plan year and assigned a rating 
between 0 and 125% representing the level at which the 
initiative was achieved. Ratings will be assigned by 
appropriate management levels for final review and approval by 
the Chairman and Chief Executive Officer before submitting to 
the Committee for final approval. In connection with Company ROI 
and Competitive ROI, the Committee may take into account, 
without limitation, such items as unforeseen changes in 
economic conditions.

C. GOAL SCALE. The Performance Initiative Rating will translate 
to a percentage of the target award according to the following 
scale:

PERFORMANCE INITIATIVE           RATING PERCENT OF TARGET AWARD
      -----------------------------                                             -----------------------
                   125%                                                                      175%
                   100%                                                                      100%
                     70%                                                                         50%
   Less than 70%                                                                           0%

VII. ALLOCATION OF INCENTIVE COMPENSATION AWARDS AMONG PARTICIPANTS

A. GENERAL. Amounts available under the MIP for payment of 
individual awards will be earned and allocated among Corporate, 
Business/Division and Mill/Facility/Plant Participants based on 
organizational level performance.

B. CORPORATE LEVEL PARTICIPANTS. The Chairman and Chief Executive 
Officer, Executive Lead Team Members, and all subordinate staff 
members not specifically assigned to a business, division, 
mill, facility, or plant are considered corporate participants. 
As such, 60% of these participants' target award is based upon 
corporate performance initiatives and 40% upon initiatives 
developed and weighted as appropriate for their positions.

C. BUSINESS/DIVISION PARTICIPANTS. For participants, other than 
Corporate Level Participants, whose primary responsibilities 
rest at a business or division level, the target award under 
the Plan is based 50% upon corporate performance initiatives 
and 50% upon specific business or division level initiatives 
developed and weighted as appropriate for their positions.

D. MILL/FACILITY/PLANT PARTICIPANTS. For participants, whose 
primary responsibilities rest at a mill, facility, or plant 
level, the target award under the Plan is based 25% upon 
corporate performance initiatives, 25% upon appropriate 
business/division level initiatives, and 50% upon specific 
mill, facility, or plant initiatives developed and weighted as 
appropriate for their positions.

VIII. CEO DISCRETIONARY FUND

A discretionary fund of up to 33% of the total MIP payout may be used 
by the Chairman and Chief Executive Office to reward an employee 
whose contributions during the Plan Year merit special recognition. 
The fund may or may not be utilized as determined by the Chairman and 
Chief Executive Officer however, any unused funds may not be carried 
over to succeeding years.

IX. AWARD RECOMMENDATIONS.

A. RECOMMENDATIONS. The Chairman and Chief Executive Officer 
will submit to the Committee at the end of each Plan Year 
individual award recommendations for participants 
considered Officers/Insiders or whose position level is 25 
or higher and an aggregate award amount for all other 
participants.

B. GRANTING OF AWARDS. The Committee, in its sole discretion, 
may approve, revise or disapprove any recommended award to 
an Officer/Insider as it deems appropriate. Any award to an 
Officer/Insider will be subject to approval by the full 
Board of Directors of the Company.

C. DEATH, DISABILITY OR RETIREMENT OF A PARTICIPANT. A 
Participant whose employment terminates during a Plan Year 
because of death, disability or retirement (or who is 
granted a leave of absence) may, at the discretion of the 
Committee and under such rules as the Committee may from 
time to time prescribe, be eligible for consideration for a 
pro-rata award based on the period of active employment 
during the Plan Year. If a Participant's employment with the 
Company is terminated for any reason other than death, 
disability, retirement, or the grant of a leave of absence, 
prior to actual payment of an award, such award will be 
canceled and the Participant will have no right to receive 
payment.

X. METHOD AND TIME OF PAYMENT OF AWARDS

A. TYPE OF PAYMENT. As soon as practical after an individual 
incentive award under this Plan has been approved by the 
Committee (or approved by the Board of Directors with 
respect to an award to an Officer/Insider), the award will 
be paid to the Participant in cash unless the Participant 
has elected to defer payment as described in Article X(C).

B. PAYMENT TO BENEFICIARIES. If a Participant dies prior to 
receipt of an approved award under the Plan, the award will 
be paid to such beneficiary or beneficiaries as the 
Participant has designated in writing. The beneficiary 
designation will state whether payment will be made in a 
lump-sum or in quarterly installments over a specified 
period of time (not to exceed forty calendar quarters). If a 
Participant dies without having a filed a beneficiary 
designation, the award will be paid in a lump-sum to the 
Participant's estate.

C. DEFERRAL OF PAYMENT. Any Participant may elect to defer 
payment, not to exceed 85%, of any award under this Plan by 
filing an irrevocable Election to Defer Payment with the 
Company by a date determined by the Company. Awards or 
portions elected to be deferred will be invested in accounts 
under the Company's savings plans as directed by the 
participants.

XI. MODIFICATION, SUSPENSION OR TERMINATION OF PLAN.

The Board of Directors may at any time suspend, terminate, 
modify or amend any or all of the provisions of this Plan.

XII. GOVERNING LAW.

The Plan is governed by the laws of the State of New York.

XIII. TAX WITHHOLDING.

The Company will deduct from any award made under the Plan, a 
sufficient amount to cover withholding of any federal, state, 
local or foreign jurisdiction taxes required by law, or to 
take such other action as may be necessary to satisfy any such 
withholding obligations.

XIV. NON-TRANSFERABILITY OF AWARD.

No award, under this Plan, and no rights or interests therein, 
will be assignable or transferable by a Participant (or legal 
representative).

XV. EFFECTIVE DATE.

This Plan is effective as of January 1, 1999.

Appendix A

Industry Financial Performance

                          Peer Group

Boise Cascade                   Smurfit-Stone

Champion International       Westvaco

Georgia-Pacific                   Weyerhaeuser

Mead                                    Williamette


Appendix B

                Management Incentive Plan (MIP)
                            Target Awards 


Position Target as a Percent          LEVEL OF MIDPOINT
              
               43                                                  85%

               36                                                  60%

               35                                                  60%

              34                                                   60%

               33                                                   55%

              32                                                   55%

              31                                                    55%

               30                                                    45%

                29                                                    45%

                28                                                    45%

                27                                                    40%

                26                                                     40%

                25                                                     40%

                24                                                     35%

                23                                                     30%

                22                                                     30%

                21                                                     25%

                20                                                     20%

                19                                                     20%

                18                                                     15%

Filed 3/27/00

2. APPROVAL OF AMENDMENTS TO THE LONG-TERM INCENTIVE 

COMPENSATION PLAN

 The Long-Term Incentive Compensation Plan was approved by shareholders in 1989

and amended by them in 1994 and 1999 (the "Plan"). The Plan is administered by

the Management Development and Compensation Committee of the Board (the

"Committee") which is composed solely of non-employee directors. It provides for

performance-related incentives to management personnel in the form of stock

options, performance awards and other restricted stock awards. The Board of

Directors believes that the Plan has promoted the Company's interests and those

of shareholders by providing opportunities to attract, retain, and motivate key

employees through these awards. Further, the Board believes that the Company

should continue to utilize awards under it as part of a competitive compensation

program and as a means of encouraging its employees to own stock in the Company.

Towards that end, the Company has expanded the awarding of options as incentives

to most employees at the managerial level.

The Plan is also being changed to specifically establish "continuity awards" as

a separate class of awards, different from the Executive Continuity Award. The

Executive Continuity Awards are awarded to senior executives by the Committee

and are limited to tandem awards of restricted stock and stock options.

Basically, there will be no change to these awards. The new "continuity awards"

would be awards of restricted stock, designed to reward certain employees and

motivate them to achieve goals set by the Committee or its delegate.

The Committee lifted restrictions on earned, mandatorily deferred performance

share awards under the Company's restricted stock plan, and granted contingent

awards under the Company's Transitional Performance Unit Plan to named

executives as described above. The one-time transitional awards will be earned

in full or in part, based on the level of achievement of ROI improvement as

determined by the Committee. The actual payout of these awards will not be

determined until December 2000.

As described above, the Committee granted one-time contingent awards under the

Company's Savings and Synergy Incentive Plan to four of the named executives.

These one-time awards will be earned in full or in part, based on the

achievement of the plan's stated objectives as determined by the Committee. The

actual payout of these awards will not be determined until November 2000. In

addition, the Committee granted 150,000 fully vested stock options to

Mr. Dillon under the Chief Executive Officer Performance Incentive Plan for

successfully accomplishing the acquisition of Union Camp Corporation. A

contingent award of 50,000 restricted stock units was granted and will be earned

in full or in part as of October 31, 2000, based upon the level of achievement

of the integration savings objective as determined by the Committee.

The Committee granted stock options for 1999 based on earlier described

competitive surveys of senior managers' total compensation packages, without

consideration of the amount of stock options already held by named executive

officers. Mr. Dillon's 1999 stock option award was 85,000; his 1998 stock option

award was 85,000; and his 1997 stock option award was 104,000 shares reflecting

his promotion to chief executive officer.

 RETIREMENT BENEFITS

 "Pensionable Remuneration" means salary, cash bonus and compensation deferred

under the Unfunded Savings Plan or awards deferred under the MIP.

The following table shows the total estimated annual pension benefits payable

under the Company's qualified and supplementary retirement plans upon retirement

at age 65, calculated on a straight life annuity basis and reduced by a Social

Security offset:

                                                  CREDITABLE YEARS OF SERVICE

    PENSIONABLE                  ------------------------------------------------------

   REMUNERATION           15               20                25                30               35

       $  400,000              $186,968   $191,762   $191,762   $192,162   $  225,562

       $  600,000              $284,468   $291,762   $291,762   $292,362   $  342,462

       $  800,000              $381,968   $391,762   $391,762   $392,562   $  459,362

       $1,000,000             $479,468   $491,762   $491,762   $492,762   $  576,262

       $1,500,000             $723,218   $741,762   $741,762   $743,262   $  868,512

       $2,000,000             $966,968   $991,762   $991,762   $993,762   $1,160,762

Retirement benefits are payable under one or more of the following plans: a

qualified plan covering all salaried employees which provides pension benefits

based on final average earnings; a supplementary plan which provides a make-up

of qualified plan benefits limited by the imposition of statutory tax code

limitations; and a supplementary plan covering designated senior managers which

provides supplemental benefits to the qualified plan. At December 31, 1999, the

number of creditable years of service and pensionable remuneration for the named

officers was:

 NAME                        YEARS         REMUNERATION

  ----                                --------                ------------

Mr. Dillon...............      32.92               $1,910,000

Mr. Smith................    19.33                 $  827,917

Mr. Melican..............  15.92                  $  778,333

Mr. Oskin................    24.25                 $  772,917

Mrs. Parrs...............    25.25                 $  644,167

 Matching the creditable years with the table above will indicate annual pension

                              TERMINATION AGREEMENTS

 The Company has agreements with members of the executive officer group,

providing for payments and other benefits if there is a change of control of the

Company. In addition to the change in control, the officer's employment would

need to be terminated (i) by the Company or its successor, other than for cause,

disability or retirement, or (ii) by the officer if the chief executive officer

of the Company ceases to hold that position for reasons other than cause,

retirement or disability, or if the officer determines that by reason of adverse

changes in, among other things, the officer's authority, compensation, duties,

office location or responsibilities, the officer is unable to perform the duties

and responsibilities of the position the officer held immediately prior to the

changes in, among other things, the officer's authority, compensation, duties,

office location or responsibilities, the officer is unable to perform the duties

and responsibilities of the position the officer held immediately prior to the

change in control. Under such circumstances, the officer will receive:

 (a) continuation of medical and dental insurance coverage until age 65 or

    eligibility to join a comparable plan sponsored by another employer;

 (b) retiree medical coverage comparable to the Company's pre-change of control

    retiree medical plan;

 (c) a lump-sum payment equal to:

     (i)  his annual salary at termination together with his most recent

        short-term annual incentive compensation payment during the year

        preceding termination, multiplied by the smaller of the number "three"

        or the number of years between the termination date and the date he

        reaches age 65; and

     (ii) an amount necessary to offset any special federal excise tax on all

        payments received under the termination agreement.

 In addition to these provisions, Mr. Dillon's agreement can be triggered by a

voluntary termination at any time within 18 months of the change in control. The

agreement provides him with the above benefits as well as:

 (a) payment of vested benefits under the pension plan which entitlement shall

    include payments made under the agreement which constitute "compensation"

    under the pension plan;

 (b) a lump-sum payment equal to the difference between:

     (i)  the actuarial value on termination date of accrued vested pension

        benefits; and

     (ii) the actuarial value on termination date of what accrued pension

        benefits would have been if the period and payments set out in (c) (i) and (c) (ii)

 (c) a lump-sum payment equal to:

     (ii) the average of his short-term incentive compensation award for three

        years preceding termination and

     (iii) the value of his average earned award under the Performance Share

Award Plan (PSA) for three years preceding termination, multiplied by the number "four";

        (d) a lump-sum payment equal to the value of any deferred incentive compensation

    or    Savings Plan;

 (e) stock options equal to the average number of options awarded during the

    three years preceding termination, multiplied by the number "four", plus the

    extension of each option held if he had not left the Company.

 The Board requires unanimous approval at a meeting of the Management Development

and Compensation Committee, and majority approval by the Board before any

termination agreement such as those described above is amended or entered into.

The potential cost of satisfying the payments called for under the

above-described termination agreements, prior to tax "gross up", if there had

been a change in control and all of the members of the executive officer group

described in the Summary Compensation Table had been terminated on 

December 31, 1999, would have been approximately $41,000,000.

In addition to the foregoing, the Long-Term Incentive Compensation Plan contains

provisions that release restrictions from stock awards and stock options for all

members of the group if there is a change of control of the Company. Also, the

Supplemental Retirement Plan for Senior Managers provides that if a change of

control of the Company occurs, pension benefits will vest immediately and the

minimum benefit will be increased from 25% to 50% of pensionable remuneration.

FINANCIAL INFORMATION BY INDUSTRY SEGMENT

Industrial and Consumer Packaging

                              2002                                                         
--------------------------------------------- --------------------------------------------
In millions                3rd Quarter        2nd Quarter       Nine Months 
--------------------------------------------- --------------------------------------------
Sales                      $ 1,565                $ 1,530                $ 4,555 
Operating Profit           128                       145                      401 

NET SALES

In millions                                                               1999             1998           1997

------------------------------------------                             --------            --------         --------

Printing and Communications Papers             $  5,930       $  5,915        $  6,415

Industrial and Consumer Packaging                      7,050           7,010           6,785

Distribution                                                                6,850            6,280          5,250

Chemicals and Petroleum                                       1,455             1,465         1,585

Forest Products                                                        3,205              2,930        3,025

Carter Holt Harvey                                                    1,605               1,505       1,955

Corporate and Intersegment Sales (1)                  (1,522)            (1,126)       (459)

                                                                                                                                                                                                                     --------            --------        --------

Net Sales                                                                $ 24,573          $ 23,979     $ 24,556

                                                                                ========        ========    ========

 ASSETS

In millions                                                               1999                     1998              1997

------------------------------------------                            --------                    --------              --------

Printing and Communications Papers             $  7,929               $  8,213            $  8,458

Industrial and Consumer Packaging                     7,316                   7,389                6,823

Distribution                                                               1,893                   1,903               1,370

Chemicals and Petroleum                                      1,531                   1,614               2,033

Forest Products                                                       3,819                    3,644              3,845

Carter Holt Harvey (2)                                             4,183                    4,475               4,953

Corporate (1)                                                           3,597                    4,228               4,489

                                                                                  --------                      --------               --------

Assets                                                                $ 30,268                 $ 31,466          $ 31,971

                                                                          ========                ========        ========

OPERATING PROFIT

In millions                                                              1999                       1998                    1997

------------------------------------------                          --------                       --------                    --------

Printing and Communications Papers             $  255                   $   180                  $   245

Industrial and Consumer Packaging                     560                         335                      260

Distribution                                                               105                           85                        90

Chemicals and Petroleum                                      125                         135                      180

Forest Products                                                      725                           620                      615

Carter Holt Harvey (3)                                              40                              20                       90

                                                                                --------                          --------                   --------

Operating Profit                                                    1,810                          1,375                    1,480

Interest expense, net                                               (541)                          (614)                   (607)

Minority interest adjustment (3)                                 74                               57                      165

Corporate items, net (1)                                         (338)                           (220)                  (255)

Merger integration costs                                         (255)

Environmental remediation charge                          (10)

Provision for legal reserves                                      (30)                                                       (150)

Restructuring and other charges                            (298)                          (145)                    (660)

Oil and gas impairment charges                                                                (111)

Scitex restructuring and other charges                                                       (16)

Reversals of reserves no longer required                 36                               83

Gains on sales of businesses                                                                        20                     170

Earnings Before Income Taxes, Minority                    --------                   --------               --------

    Interest and Extraordinary Item                              $    448                 $    429             $    143

                                                                                     ========          ========           ========                                     

                  FINANCIAL INFORMATION BY INDUSTRY SEGMENT

                              AND GEOGRAPHIC AREA

RESTRUCTURING AND OTHER CHARGES

In millions                                                               1999        1998        1997

------------------------------------------                            --------       --------       --------

Printing and Communications Papers             $     55    $     32    $    186

Industrial and Consumer Packaging                      114           46           48

Distribution                                                                  23           31           16

Chemicals and Petroleum                                         63             4           29

Forest Products                                                          16           14           66

Carter Holt Harvey                                                       27           18

Corporate                                                                                                 315

                                                                                       --------    --------    --------

Restructuring and Other Charges                        $    298    $    145    $    660

                                                                           ========    ========    ========

DEPRECIATION, DEPLETION AND AMORTIZATION

In millions                                                              1999        1998        1997

------------------------------------------                            --------       --------        --------

Printing and Communications Papers             $    556    $    535    $    577

Industrial and Consumer Packaging                       466         447         459

Distribution                                                                    32          25          22

Chemicals and Petroleum                                           99         106         109

Forest Products                                                           196         218         217

Carter Holt Harvey                                                       201         193         202

Corporate                                                                     115         136         152

                                                                                         --------    --------    --------

Depreciation, Depletion and Amortization          1,665       1,660       1,738

Less: Depletion (4)                                                     145         166         168

                                                                                       --------    --------    --------

Depreciation and Amortization                           $  1,520    $  1,494    $  1,570

                                                                             ========    ========    ========

EXTERNAL SALES BY MAJOR PRODUCT

In millions                                              1999        1998        1997

------------------------------------------              --------    --------    --------

Printing Papers                                $  5,069    $  5,475    $  6,015

Packaging                                             7,361       7,360       7,115

Distribution                                            6,926       6,235       5,165

Chemicals and Petroleum                   1,458       1,230       1,320

Forest Products                                     3,759       3,430       3,850

Corporate Sales (1)                                                  249       1,091

                                                                   --------       --------      --------

Net Sales                                             $ 24,573    $ 23,979    $ 24,556

                                                          ========    ========    ========

(1)   Includes results or assets, as applicable, from operations that were

      disposed of in 1998 and 1997.

(2)   Includes an equity investment (in millions) of $876 in 1999, $956 in 1998

      and $974 in 1997.

(3)   Includes equity earnings (in millions) of $54 in 1999, $20 in 1998 and $65

      in 1997. Half of these equity earnings amounts are in the Carter Holt

      Harvey segment and half are in the minority interest adjustment.

(4)   Depletion consists of Cost of Timber Harvested and is included in the

      Forest Products and Carter Holt Harvey segments.

FINANCIAL INFORMATION BY GEOGRAPHIC AREA

NET SALES (1)

In millions                                       1999             1998         1997

------------------------------------------     -------              -------      -------

United States (2)                         $19,152      $18,682      $18,317

Europe                                              3,257          3,251           3,680

Pacific Rim (3)                                 1,865          1,731           2,217

Other                                                     299             315             342

                                                              -------            -------          -------

Net Sales                                        $24,573      $23,979      $24,556

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More Information To Come.....

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Last modified: September 08, 2011.