Acquisition of Temple-Inland February 10, 2012

2

Forward-Looking Statements

Certain statements in these slides and made during this presentation may be considered

forward-looking statements. These statements reflect management's current views and are

subject to risks and uncertainties that could cause actual results to differ materially from those

expressed or implied in these statements. Factors which could cause actual results to differ

include but are not limited to: (i) the level of our indebtedness and increases in interest rates; (ii)

industry conditions, including but not limited to changes in the cost or availability of raw

materials, energy and transportation costs, competition we face, cyclicality and changes in

consumer preferences, demand and pricing for our products; (iii) global economic conditions and

political changes, including but not limited to the impairment of financial institutions, changes in

currency exchange rates, credit ratings issued by recognized credit rating organizations, the

amount of our future pension funding obligation, changes in tax laws and pension and health

care costs; (iv) unanticipated expenditures related to the cost of compliance with existing and

new environmental and other governmental regulations and to actual or potential litigation; (v)

whether we experience a material disruption at one of our manufacturing facilities and risks

inherent in conducting business through a joint venture; (vi) risk and uncertainties associated

with the divestitures required by the U.S. Department of Justice consent decree that allows the

Temple-Inland Inc. (“Temple-Inland”) transaction to proceed; (vii) the failure to realize synergies

and cost savings from the Temple-Inland transaction or delay in realization thereof; and (viii) our

ability to achieve the benefits we expect from all other strategic acquisitions, divestitures and

restructurings. These and other factors that could cause or contribute to actual results differing

materially from such forward-looking statements are discussed in greater detail in the company’s

Securities and Exchange Commission filings. We undertake no obligation to publicly update any

forward-looking statements, whether as a result of new information, future events or otherwise.

3

Statements Relating to Non-GAAP Financial Measures

During the course of this presentation, certain non-U.S. GAAP financial information will be presented.

A reconciliation of those numbers to U.S. GAAP financial measures is available on the company’s website at internationalpaper.com under Investors.

4

Transaction Overview

In September 2011, International Paper agreed to acquire Temple-Inland, a leading North American corrugated packaging manufacturer

On February 10, 2012, the companies entered into a settlement agreement with the U.S. Department of Justice clearing the way to complete the planned merger

Purchase price of $32.00/share

Total purchase consideration of $4.4 Billion, including Temple-Inland net debt at closing estimated at $600 Million1

1 TIN net debt disclosed as of 9/30/11

5

2011 Sales1 of $4.0 Billion

2011 EBITDA1 of $405 Million

4 Million Tons of

Containerboard Capacity

7 Containerboard Mills

59 Box Plants

14 Building Products Plants

Segment Assets

Temple-Inland at a Glance Predominately a Corrugated Packaging Company

1 TIN reflects 9M11 actual results annualized

Building Products

18%

Corrugated Products

82%

6

Consistent with IP’s focus on paper & packaging and generating cost of capital returns

Makes IP’s good N.A. corrugated packaging business an excellent one

- Shared focus on low-cost mills; complementary converting systems; high level of box integration

- Compelling strategic and industrial logic

- Improved capabilities to serve combined customer base

- Powerful cash flow engine

Significant synergies

Accretive within 12 months, highly accretive over time

IP is a proven outstanding operator with demonstrated track record of success integrating acquisitions

Compelling Strategic Acquisition

7

Purchase Price Overview

Purchase Price $4.4B

EBITDA1 Multiple 8.6x

Synergies at Full Run Rate $300MM

EBITDA1 Multiple (with expected Synergies)

5.4x

1 First Call FY12 EBITDA estimate as of 2/8/2012

8

Financing Overview

Committed Financing

Cash $2.4B Bond Issuance $1.5B @ 5.25%

Debt Rollover ~ $0.6B1

Term Loan $1.4B @ LIBOR + 1.4%

$4.4B

Rapid repayment of debt

Targeted Debt / EBITDA of ~3x

1 TIN net debt disclosed as of 9/30/11

9

Transaction Details

Consideration $32.00 per TIN share, all cash

Expected

Synergies

At least $300 Million of annual run-rate synergies, to be

achieved within 24 months of close

Timing Expected closing the week of February 13th 2012

Financing Committed financing from a UBS-led bank syndicate

Consent

Decree w/DOJ

The combined company will undertake the post close

divestiture of 970 thousand tons of containerboard mill

capacity within four months, with the possibility of two

30-day extensions.

The company agreed to divest TIN’s facilities in Ontario,

CA and New Johnsonville, TN, and IP’s facility in

Hueneme, CA.

10

Settlement Agreement Assessment

Preserves strategic and industrial logic

Original target of at least $300MM of synergies intact

FCF expected to be in the range of initial estimates

Potential to pay down debt faster with divestitures

Increases box integration to >85%

Maintains enhanced market access

No box plant divestitures

Domestic & global open market reach unchanged

Improved value proposition for customer base intact

More favorable fiber balance

Three year off-take agreement(s) likely post divestiture(s)

Overall transaction expected to earn cost of capital returns

11

Combined Mill Assets 13 Million Ton System

New IP Profile 17 Mills

31 Paper Machines 13 MM tons

5,775 employees 86% Integrated

12 Mills

22 Paper Machines

9.78 MM tons

~4,400 Employees

77% Integrated

5 Mills

9 Paper Machines

3.25 MM tons

~1,375 Employees

109% Integrated

IP Mills

TIN Mills

International Paper

Facility Locations - N.A.

Temple-Inland

Facility Locations - N.A.

3 Mills

3 Paper Machines

0.97 MM tons

~425 Employees

Mills

Mills Held for Sale

Facility Locations - N.A.

12

$0

$200

$400

$600

$800

$1,000

$1,200

0 5,000 10,000 15,000 20,000 25,000 30,000

Ma

nu

fac

turi

ng

Co

sts

($

/Sh

ort

To

n)

Cumulative Annual Capacity (Thousand Short Tons)

Cash Costs + Delivery to Chicago

Global Cost Curve 90% of capacity in 1st & 2nd cost quartiles

Source: Poyry Costrac 3Q11 42# and 26# Global Linerboard cash cost per ton delivered to Chicago

Prattville 1

Mansfield 1

Prattville 2 Savannah 6

Savannah 8

Cedar Rapids 2 Valliant 1

Campti 1

Campti 2

Pine Hill 1

Springfield 2

Vicksburg 6

Rome 1

Rome 2

Bogalusa 8

Pensacola 6

Bogalusa 7 Maysville 1

Orange 2

Orange 1

Henderson 1

Ontario 1

TIN Mill

IP Mill

13

U.S. Containerboard Mill Scale IP + TIN Combined

820

580

740

0

200

400

600

800

TIN IP + TIN Before

Divestitures

IP + TIN After

Divestitures

Avera

ge T

ho

usan

d T

on

s P

er

Mill

# of Mills 7 19 16

Combined

Average

14

Combined Converting Assets 11+ Million Ton Run Rate

New Profile ~ 180 Facilities

Over 140+ Box Plants

15

Key Observations Temple-Inland Mills & Box Plants

Talented, Engaged People

Quality Assets

Good Scale

Well Maintained

Supply Chain Integration Opportunities

Increased Capabilities in Attractive End-Use Segments

16

Significant Targeted Synergies Reaffirm at least $300 Million

S G & A Eliminate Duplication

IT Integration

Mills Grade / Machine Mix Optimization

Efficiency Improvements

Supply Chain Logistics Optimization

Purchasing Consolidation

Box Plants System Streamlining

Customer and Segment Optimization

17

At least $300MM of Synergies Intact Headroom offsets divestiture losses

EX

PE

CT

ED

SY

NE

RG

IES

$300MM

Target

Modest Supply

Chain Impact

Planned Upside: Mill Efficiency

Improvements

Box Plant

Customer &

Segment

Optimization

Reduction

due to Divestitures

Identified

Headroom $300MM

Target

Reaffirmed

18

Strategic Rationale Strengthening Our Packaging Business

IP North

American

Industrial

Packaging

TIN

Packaging

Business1

Mill

Divestitures

Run Rate

Synergies

IP + TIN

after Divestitures

& Run Rate

Synergies

2011

Sales

($ Billion)

$8.6 $3.3 - - $11.9

2011

EBITDA

($ Billion)

$1.6 $0.4 ($0.1)2 $0.3 $2.2

2011

EBITDA

Margin

18% 12% - - 18%

Capacity

(000 TPY) 10,000 4,000 (970) - 13,030

Earnings from continuing operations before special items

1 TIN reflects 9M11 actual results annualized; EBITDA includes overhead allocation

2 Mill divesture estimate reflects EBITDA associated with 970M tons at avg. EBITDA/Ton

19

Strengthening International Paper Combination Strongly Cash Accretive

International

Paper Temple-Inland1

IP + TIN

after Divestitures &

Run Rate Synergies

2011 Sales

($ Billion) $26.0 $4.0 $30.0

2011 EBITDA

($ Billion) $3.7 $0.4 $4.33

2011 EBITDA

Margin 14% 10% 14%3

2011 Free

Cash Flow2

($ Billion)

$1.7 $0.1 $1.93

Earnings from continuing operations before special items 1 TIN reflects 9M11 actual results annualized 2 FCF = Total Funds From Ops – CapEx; IP+TIN FCF reduced by ~$75 million incremental interest expense, net of taxes 3 Includes ($0.1) billion of mill divestitures and $0.3 billion in run rate synergies, net of taxes

20

External Environment Timing is right

Better U.S. economic data /demand

U.S. Box demand improving – January year over year IP box sales up nearly 4%

Very strong interest for containerboard assets held for sale

Global Containerboard markets steady

Export prices have stabilized / begun to recover

Signs of improving housing market should positively impact building products results and potential valuation

21

373 378

390 396

405 401

380 379 380

391 391 395 390

374

345

357 359 359 366

381 385

250

275

300

325

350

375

400

425

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

20

11

2012

2013

2014

2015

BS

F

RISI Forecast

2012-2015 Demand Still Recovering

Source: Fibre Box Association

2012-2015: 2.3% CAGR (RISI)

U.S. Box Shipments

22

New Segment & Global Portfolio IP + TIN Combined

Industrial Packaging

50% Printing Papers

35%

Consumer Packaging

13%

Distribution 2%

North America

75%

Russia 9%

Europe 8%

Brazil 7%

Asia 1%

EBITDA

by Segment EBITDA

by Region

Based on 2011 earnings from continuing operations before special items; Combined EBITDA reflects TIN 9M11 actual results

annualized and includes ($100) million of mill divestitures and $300 million in run rate synergies.

Russia includes the Svetogorsk mill and IP’s share of Ilim JV equity earnings.

IP’s share of Ilim JV equity earnings reflect approximate proportional adjustments for interest & tax.

23

Path Forward

Close Transaction (week of Feb 13Th)

Day ONE

Execute Integration Plan

Deliver Synergies on or ahead of Projected Timeline

Divest Assets / Enter into Sale Agreement(s)

Receive Court Approval of Consent Decree

24

Acquisition Summary

Consistent with strategy

Financially attractive

- Neutral to EPS over 10 months of 20121

- Accretive in 2013 with ramp up of synergies

- Highly accretive over time

Strengthens IP’s portfolio

Makes IP’s good Industrial Packaging business an excellent one

Significant synergy opportunities

Creates shareholder value 1 Slightly accretive excluding building products

25

Investor Relations Contacts

Glenn R. Landau 901-419-1731

Emily Nix 901-419-4987

Media Contact

Tom Ryan 901-419-4333

Contacts