International Paper Announces Final Results of Debt Tender Offer

Memphis, Tennessee, USA, 21 December 2006 -- /PRNewswire/ -- International Paper (NYSE:IP) today announced the expiration of its offer to purchase a portion of its debt securities, subject to a total purchase price of USD 2.35 billion, excluding accrued interest, fees, and expenses.

According to information provided by Global Bondholder Services Corporation, the depositary and information agent for the company's previously announced tender offer, an aggregate principal amount of USD 2,389,658,000 of the notes listed below were validly tendered and not validly withdrawn on or before the 20 December expiration date. The full terms and conditions of the tender offer are set forth in International Paper's offer to purchase dated 22 November 2006, and related letter of transmittal.

The table below identifies the principal amount of each series of notes validly tendered in the tender offer and the principal amount that International Paper has accepted for purchase under the terms of the offer to purchase. The amounts of each series of notes to be purchased in the tender offer are based on the aggregate purchase price of each series of notes validly tendered and not validly withdrawn on or before the expiration date, in accordance with the priorities identified in the "Acceptance Priority Level" column in the table below and subject to the maximum tender offer amount of USD 2.35 billion.

Based on the aggregate purchase price of notes tendered on or before the expiration date and the terms of the tender offer, International Paper will purchase all tendered notes of acceptance priority levels 1 through 12 and USD 518,433,000 of the 5.85% notes due 2012, which represents a pro-ration factor of approximately 76%. The consideration for the notes accepted for purchase, as calculated by the joint dealer managers and announced on 18 December 2006, plus accrued and unpaid interest will be paid by International Paper on 21 December 2006. Notes that have been tendered but not accepted will be promptly returned to the tendering parties.

Banc of America Securities LLC, Citigroup Global Markets Inc., and J.P. Morgan Securities Inc. served as the joint dealer managers of the tender offer. Barclays Capital Inc., Deutsche Bank Securities Inc., and Morgan Stanley served as co-dealer managers for the tender offer. Global Bondholder Services Corporation served as the depositary and information agent.

Persons with questions regarding the tender offer should contact Banc of America Securities LLC at (toll-free) (866) 475-9886; Citigroup Global Markets Inc. at (toll-free) (800) 558-3745; or J.P. Morgan Securities Inc. at (toll-free) (866) 834-4666. Questions regarding the tendering of notes or requests for copies of the offer to purchase, letter of transmittal, and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 or (toll-free) (866) 470-4200.

Headquartered in the United States, International Paper has been a leader in the forest products industry for more than 100 years. The company is currently transforming its operations to focus on its global uncoated papers and packaging businesses, which operate and serve customers in the United States, Europe, South America, and Asia, as well as xpedx, an extensive North American merchant distribution system. International Paper is committed to environmental, economic, and social sustainability, and has a long-standing policy of using no wood from endangered forests. To learn more, visit www.internationalpaper.com.

INTERNATIONAL PAPER
NOTES SUBJECT TO THE TENDER OFFER

CUSIP Title of Acceptance Reference U.S.
Number Security Priority Level Treasury Security
158525AQ8 7.75% 4.50% U.S.
Debentures Treasury Note due
due 2025 1 15 February 2036
158525AR6 7.35% 4.50% U.S.
Debentures Treasury Note due
due 2025 2 15 February 2036
460146BD4 6.875% 4.50% U.S.
Debentures Treasury Note due
due 2029 3 15 February 2036
158525AT2 7.20% 4.50% U.S.
Debentures Treasury Note due
due 2026 4 15 February 2036
158525AV7 7.15% 4.50% U.S.
Debentures Treasury Note due
due 2027 5 15 February 2036
460146AP8 6.875% 4.50% U.S.
Debentures Treasury Note due
due 2023 6 15 February 2036
313693AD5 10.0% 4.625% U.S.
Debentures Treasury Note due
due 2011 7 31 October 2011
313693AF0 8.875% 4.625% U.S.
Debentures Treasury Note due
due 2012 8 15 November 2016
460146BS1 3.80% 4.875% U.S.
Notes due Treasury Note due
2008 9 31 October 2008
905530AH4 9.25% 4.625% U.S.
Debentures due Treasury Note due
2011 10 31 October 2011
460146BN2 6.75% 4.625% U.S.
Notes due Treasury Note due
2011 11 31 October 2011
460146BX0 5.50% 4.625% U.S.
Notes due Treasury Note due
2014 12 15 November 2016
460146BQ5 5.85% 4.625% U.S.
Notes due Treasury Note due
2012 13 15 November 2016

CUSIP Principal Amount Principal Principal
Number Outstanding Prior Amount Amount
to Settlement of Tendered Accepted
Tender Offer for Purchase
($ = U.S. dollars [USD])
158525AQ8 $123,642,000 $92,213,000 $92,213,000
158525AR6 $174,995,000 $131,163,000 $131,163,000
460146BD4 $134,715,000 $97,596,000 $97,596,000
158525AT2 $200,000,000 $39,650,000 $39,650,000
158525AV7 $80,175,000 $52,681,000 $52,681,000
460146AP8 $190,000,000 $95,812,000 $95,812,000
313693AD5 $23,421,000 $22,294,000 $22,294,000
313693AF0 $95,855,000 $79,386,000 $79,386,000
460146BS1 $288,085,000 $196,463,000 $196,463,000
905530AH4 $124,800,000 $80,467,000 $80,467,000
460146BN2 $768,634,000 $573,209,000 $573,209,000
460146BX0 $351,301,000 $243,526,000 $243,526,000
460146BQ5 $802,771,000 $685,198,000 $518,433,000

Source: International Paper