Bond Global Paper Inc. 3% ( US460146CP67 ) in USD

Global Paper Inc.

100 % ▼

United States

US460146CP67 ( in USD )

3% per year ( payment 2 times a year)

15/02/2027

Prospectus brochure of the bond International Paper Co US460146CP67 en USD 3%, maturity 15/02/2027

2 000 USD

1 100 000 000 USD

460146CP6

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/02/2026 ( In 8 days )

International Paper is a Fortune 500 company producing and selling paper and packaging products globally.

International Paper Co. issued a USD 1,100,000,000 bond (CUSIP: 460146CP6, ISIN: US460146CP67) maturing February 15, 2027, with a 3% coupon rate, paying semi-annually, currently trading at 100% of par, minimum purchase 2000, rated BBB by S&P and Baa2 by Moody's.

424B5
424B5 1 d200134d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202334
CALCULATION OF REGISTRATION FEE

Maximum
Title of each Class of
Aggregate
Amount of
Securities to be Offered

Offering Price
Registration Fee(1)
3.000% Notes due 2027

$1,100,000,000
$110,770
4.400% Notes due 2047

$1,200,000,000
$120,840
Total

$2,300,000,000
$231,610

(1)
The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 27, 2015)
$2,300,000,000

International Paper Company
$1,100,000,000 3.000% Notes due 2027
$1,200,000,000 4.400% Notes due 2047

The 3.000% Notes due 2027 (the "2027 notes") will bear interest at the rate of 3.000% per year. The 4.400% Notes due 2047 (the "2047
notes" and, together with the 2027 notes, the "notes") will bear interest at the rate of 4.400% per year. Interest on the notes will be payable on
February 15 and August 15 of each year, beginning February 15, 2017. The 2027 notes will mature on February 15, 2027, and the 2047 notes will
mature on August 15, 2047. We may redeem some or all of the notes at any time at the redemption prices discussed under the caption "Description
of the Notes--Optional Redemption." We must redeem all of the 2027 notes under the circumstances and at the redemption price discussed under
the caption "Description of the Notes--Special Mandatory Redemption." If we experience a Change of Control Triggering Event with respect to
the notes of a series, we will be required to offer to repurchase such notes from holders at 101% of the principal amount thereof. See "Description
of the Notes--Change of Control Triggering Event."

The notes will be our unsecured senior obligations and will rank equally with all of our other unsecured senior indebtedness from
time to time outstanding.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-11 of this prospectus
supplement.

Per 2027
Per 2047

Note

Total

Note

Total

Public Offering Price
99.624% $1,095,864,000 99.899% $1,198,788,000
Underwriting Discount

0.650% $
7,150,000 0.875% $
10,500,000
Proceeds to International Paper (before expenses)
98.974% $1,088,714,000 99.024% $1,188,288,000
Interest on the notes will accrue from August 11, 2016.
https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

424B5
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect that the notes will be ready for delivery in book-entry form only through The Depository Trust Company, including
Euroclear and Clearstream Luxembourg, as participants, on or about August 11, 2016.

Joint Book-Running Managers

Deutsche Bank Securities

J.P. Morgan
SMBC Nikko

BBVA

Credit Agricole CIB
Regions Securities LLC
BNP PARIBAS
BofA Merrill Lynch

Citigroup
DNB Markets

Co-Managers

BNY Mellon Capital Markets, LLC
Mizuho Securities
PNC Capital Markets LLC
US Bancorp
MUFG

Rabo Securities
August 2, 2016
Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
PRESENTATION OF INFORMATION
S-ii
FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1
RISK FACTORS
S-11
USE OF PROCEEDS
S-21
RATIO OF EARNINGS TO FIXED CHARGES
S-22
CAPITALIZATION
S-23
DESCRIPTION OF THE NOTES
S-24
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-37
UNDERWRITING
S-42
VALIDITY OF NOTES
S-46
EXPERTS
S-46
WHERE YOU CAN FIND MORE INFORMATION
S-46
PROSPECTUS

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

1
RISK FACTORS

1
INTERNATIONAL PAPER COMPANY

1
USE OF PROCEEDS

1
RATIO OF EARNINGS TO FIXED CHARGES

1
DESCRIPTION OF DEBT SECURITIES

2
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES

18
DESCRIPTION OF CAPITAL STOCK

19
DESCRIPTION OF DEPOSITARY SHARES

23
DESCRIPTION OF WARRANTS

26
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

28
PLAN OF DISTRIBUTION

29
https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

424B5
WHERE YOU CAN FIND MORE INFORMATION

32
VALIDITY OF SECURITIES

33
EXPERTS

33

S-i
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus with respect to this offering filed by us with the Securities and Exchange Commission, or the
SEC. We have not, and the underwriters have not, authorized any other person to provide you with different information. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. We are not, and
the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus supplement, the accompanying prospectus and any free writing prospectus with
respect to this offering filed by us with the SEC, as well as information we previously filed with the SEC and incorporated by reference, is
accurate as of its respective date. Our business, financial condition, results of operations and prospects may have changed since that date.
We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales are permitted. The
distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying
prospectus must inform themselves about and observe any restrictions relating to the offering of the notes and the distribution of this
prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying
prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any notes offered
by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person
to make such an offer or solicitation.
PRESENTATION OF INFORMATION
These offering materials consist of two documents: (A) this prospectus supplement, which describes the terms of the notes that we are
currently offering, and (B) the accompanying prospectus, which provides, among other things, general information about our debt securities, some
of which may not apply to the notes that we are currently offering. The information contained in this prospectus supplement supersedes any
inconsistent information included or incorporated by reference in the accompanying prospectus.
In various places in this prospectus supplement and the accompanying prospectus, we refer you to other sections of such documents for
additional information by indicating the caption heading of such other sections. The page on which each principal caption included in this
prospectus supplement and the accompanying prospectus can be found is listed in the table of contents above. All such cross references in this
prospectus supplement are to captions contained in this prospectus supplement and not in the accompanying prospectus, unless otherwise stated.
As used in this prospectus supplement, the terms "International Paper," "IP," the "Company," "we," "us" and "our" refer to International
Paper Company and its subsidiaries, unless the context requires otherwise, such as in "Summary--The Offering" and "Description of the Notes."
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain certain
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act, as amended. These include statements concerning our financial condition, results of operations and business. These statements are
often identified by the words "will," "may," "should," "continue," "anticipate," "believe," "expect," "plan," "appear," "project," "estimate,"
"intend," and words of similar import.

S-ii
Table of Contents
These forward-looking statements reflect our current views with respect to future events and are subject to risks and uncertainties. A number
of factors, including those discussed under "Risk Factors," could cause our actual results to differ materially from those expressed or implied in
https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

424B5
these statements. Factors that could cause actual results to differ include, among other things, the following:

· our ability to finance and complete the proposed acquisition of Weyerhaeuser NR Company's pulp business;

· our ability to realize the expected benefits of our proposed acquisition of Weyerhaeuser NR Company's pulp business;

· the level of our indebtedness and increases in interest rates;

· 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;

· 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;

· unanticipated expenditures related to the cost of compliance with existing and new environmental and other governmental regulations

and to actual or potential litigation;

· whether we experience a material disruption at one of our manufacturing facilities;

· risks inherent in conducting business through a joint venture; and

· our ability to achieve the benefits we expect from strategic acquisitions, including the proposed acquisition of Weyerhaeuser NR

Company's pulp business, divestitures and restructurings.
In view of such uncertainties, investors are cautioned not to place undue reliance on these forward-looking statements. We note these factors
for investors as permitted by the Private Securities Litigation Reform Act of 1995. We undertake no obligation to publicly update any forward-
looking statements, whether as a result of new information, future events or otherwise. Additional information concerning these and other factors is
contained in our filings with the SEC, including, but not limited to, (i) our Annual Report on Form 10-K for the year ended December 31, 2015
and (ii) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

S-iii
Table of Contents
SUMMARY
International Paper Company
We are a global paper and packaging company with primary markets and manufacturing operations in North America, Europe, Latin
America, Russia, Asia, Africa and the Middle East. We are a New York corporation, incorporated in 1941 as the successor to the New York
corporation of the same name organized in 1898.
In the United States at March 31, 2016, we operated 24 pulp, paper and packaging mills, 169 converting and packaging plants, 16
recycling plants and three bag facilities. Production facilities at March 31, 2016 in Europe, Asia, Africa, India, Latin America and South
America included 14 pulp, paper and packaging mills, 67 converting and packaging plants and two recycling plants. We operate a printing and
packaging products distribution business principally through 12 branches in Asia. At March 31, 2016, we owned or managed approximately
335,000 acres of forestland in Brazil and had, through licenses and forest management agreements, harvesting rights on government-owned
forestlands in Russia. Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to industry
capacity and general economic conditions.
For management and financial reporting purposes, our businesses are separated into three segments: Industrial Packaging, Printing Papers
and Consumer Packaging. The Company's 50% equity interest in Ilim Holding S.A. ("Ilim") is also a separate reportable industry segment.
For the year ended December 31, 2015, our net sales were $22.4 billion and the net earnings attributable to us were $938 million. For the
three months ended March 31, 2016, our net sales were $5.1 billion and the net earnings attributable to us were $334 million.
The address of our principal executive offices is 6400 Poplar Avenue, Memphis, Tennessee 38197 and our main telephone number is
901-419-9000.
Proposed Acquisition of Weyerhaeuser NR Company's Pulp Business
https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

424B5
On May 1, 2016, we entered into a purchase agreement (the "Purchase Agreement") with Weyerhaeuser NR Company
("Weyerhaeuser") to purchase the assets that comprise Weyerhaeuser's pulp business (excluding Weyerhaeuser's liquid packaging business
and its 50% interest in North Pacific Paper Corporation) (the "Pulp Business"), which we refer to as the "Acquisition." The purchase price is
$2.2 billion in cash, subject to specified adjustments, including a reduction for the amount of debt being assumed, which was approximately
$88 million as of June 30, 2016. Because the transaction is a purchase of assets, we expect to realize a tax benefit with an estimated net
present value of approximately $300 million.
Under the terms of the Purchase Agreement, we will acquire five pulp mills and two modified fiber mills located in the United States,
Canada and Poland. The closing of the Acquisition is subject to customary closing conditions, including the absence of any material adverse
effect on the Pulp Business and receipt of required regulatory approvals, including expiration or termination of the waiting period required
pursuant to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and other, non-United
States antitrust and regulatory clearances. Although no assurances can be given that these conditions will be timely satisfied or waived, we
currently expect the Acquisition to close in the fourth quarter of 2016.
The Pulp Business is one of the world's largest producers of absorbent fluff pulp used in products such as diapers. As of December 31,
2015, Weyerhaeuser's five pulp mills had a combined annual production capacity of approximately 1.9 million air-dry metric tons, under
normal operating conditions and producing a normal product

S-1
Table of Contents
mix for each individual facility. In 2015, the net sales for the pulp portion of Weyerhaeuser's cellulose fibers segment were approximately
$1.5 billion. In 2015, the sales volume for the pulp portion of Weyerhaeuser's cellulose fibers segment was approximately 1.8 million air-dry
metric tons.
The Pulp Business complements our existing production portfolio by adding low-cost, efficient and well-maintained mills that also
produce high-value specialty products that International Paper does not offer. We believe that the Acquisition offers us the opportunity to
acquire high-quality assets and achieve meaningful synergies by the end of 2018. We plan to fund the purchase price of the Acquisition with
net proceeds from this offering, borrowings under credit facilities and available cash.
Recent Developments
The following is a discussion of our preliminary results for the quarter ended June 30, 2016. The information is subject to completion
and the filing of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.
Consolidated Results. On July 28, 2016, we reported preliminary 2016 second quarter net earnings attributable to International Paper of
$40 million compared with net earnings attributable to International Paper of $334 million in the first quarter of 2016 and net earnings
attributable to International Paper of $227 million in the second quarter of 2015. Such net earnings in these periods include the impact of
special items, non-operating pension expense and discontinued operations, discussed below. Loss from continuing operations before income
taxes and equity earnings in the second quarter of 2016 was $14 million, compared with earnings from continuing operations before income
taxes and equity earnings of $266 million for the second quarter of 2015. Earnings from continuing operations before income taxes and equity
earnings for the six months ended June 30, 2016 totaled $303 million, compared with earnings of $672 million for the six months ended
June 30, 2015.
Net sales were $5.3 billion in the second quarter of 2016 compared with $5.1 billion in the first quarter of 2016 and $5.7 billion in the
second quarter of 2015. The year-over-year revenue decline was primarily due to the sale of the IP-Sun joint venture and the sale of the
Carolina® Coated Bristols business. Cash provided by operations was $605 million in the second quarter of 2016. During the six months
ended June 30, 2016, we invested $637 million of cash in capital projects.
Business Segment Results. Our Industrial Packaging segment's operating profits in the second quarter of 2016 were $487 million ($459
million including special items) compared with $433 million ($396 million including special items) in the first quarter of 2016. In North
America, earnings increased $58 million driven by improved operations and higher box shipments due to seasonally stronger market demand
and one more shipping day. This was partly offset by modestly lower average sales prices for North America boxes and export
https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

424B5
containerboard.
Operating profits in our Printing Papers segment were $101 million ($96 million including special items) in the second quarter of 2016
versus $85 million in the first quarter of 2016. Earnings in North America were mixed, as the papers business declined primarily due to
increased planned maintenance outages. However, pulp improved due to lower conversion and outage costs associated with the Riegelwood
mill conversion, partially offset by a less favorable product mix and lower pulp prices. In Brazil, earnings were essentially flat quarter over
quarter, as higher planned maintenance outage costs offset higher export sales volumes and improved domestic prices. Earnings in Europe
were impacted by higher planned maintenance outage costs.
Our Consumer Packaging segment's operating profits were $73 million in the second quarter of 2016 compared with $25 million ($16
million including special items) in the first quarter of 2016. The earnings

S-2
Table of Contents
increase was primarily due to no planned maintenance outages in North America, good operational performance and lower overall
manufacturing costs. Earnings in our foodservice business increased $7 million, primarily driven by seasonally higher sales volume and cost
improvements.
We recorded Ilim joint venture equity earnings of $46 million in the second quarter of 2016 compared with $62 million in the first
quarter of 2016. Primarily due to Ilim's U.S. dollar denominated net debt, we recognized a non-cash after-tax foreign exchange gain of $6
million in the second quarter of 2016, compared with an after-tax gain of $11 million in the first quarter of 2016.
Corporate Expenses. Net corporate expenses, excluding non-operating pension expense, were $26 million for the second quarter of
2016, compared with $21 million in the first quarter of 2016.
Effects of Special Items. Special items in the second quarter of 2016 included a pre-tax charge of $28 million ($20 million after taxes) for
costs associated with the sale of our Asia corrugated packaging business, a pre-tax charge of $5 million ($3 million after taxes) for costs
associated with the announced agreement to purchase the Pulp Business, a tax expense of $23 million associated with 2016 cash pension
contributions and a tax benefit of $6 million related to an international legal entity restructuring.
Special items in the first quarter of 2016 included a loss of $1 million (before and after taxes) for Restructuring and other charges.
Included within Restructuring and other charges were a pre-tax charge of $9 million ($6 million after taxes) related to costs associated with the
conversion of the Riegelwood, North Carolina mill to 100% pulp production and a pre-tax gain of $8 million ($5 million after taxes) for the
sale of our remaining investment in Arizona Chemical. Special items also included a pretax charge of $37 million ($34 million after taxes) for
an impairment of the assets of our Asia corrugated packaging business and costs associated with the sale of the business, a tax benefit of $57
million associated with the legal restructuring of our Brazil Packaging business and a tax benefit of $14 million related to the closure of a U.S.
federal income tax audit.
Special items in the second quarter of 2015 included a net pre-tax loss of $194 million ($125 million after taxes) for Restructuring and
other charges. Included within Restructuring and other charges were a pre-tax charge of $207 million ($133 million after taxes) for premiums
paid on a cash tender offer on outstanding debt, a net pre-tax gain of $14 million ($9 million after taxes) related to the sale of the Carolina®
Coated Bristols brand and costs associated with the conversion of the Riegelwood, North Carolina facility to 100% pulp production, and a
charge of $1 million (before and after taxes) for other items. Special items also included a pre-tax gain of $4 million ($2 million after taxes)
related to state tax credits, a tax expense of $23 million for the tax impact of the 2015 cash pension contribution of $750 million and a tax
expense of $5 million for other items.
Non-Operating Pension Expense. Non-operating pension expense in the second quarter of 2016 included a pre-tax charge of $439
million ($270 million after taxes) for a settlement accounting charge associated with payments under International Paper's previously
announced term-vested lump sum buyout.
Discontinued Operations. Discontinued operations in the first quarter of 2016 included a pre-tax charge of $8 million ($5 million after
taxes) for a legal settlement related to the xpedx business, which was spun off in the third quarter of 2014.
https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

424B5
Acquisition of Holmen Paper Newsprint Mill. On June 30, 2016, we completed the previously announced acquisition of Holmen Paper's
newsprint mill in Madrid, Spain. Under the terms of the agreement, we purchased the Madrid newsprint mill, as well as associated recycling
operations and a 50% ownership interest in a cogeneration facility. We intend to convert the facility during the second half of 2017 to produce
recycled containerboard with an expected capacity of 380,000 metric tonnes. Once completed, the converted mill will

S-3
Table of Contents
support our corrugated packaging business in EMEA. Our aggregated purchase price for the mill, recycling operations and 50% ownership of
the cogeneration facility was 54 million (approximately $61 million using June 30, 2016 exchange rate). Approximately 85% of the purchase
price was allocated to property, plant and equipment and the remaining 15% to equity method investments.
Sale of Corrugated Packaging Business. On June 30, 2016, we completed the previously announced sale of our corrugated packaging
business in China and Southeast Asia to Xiamen Bridge Hexing Equity Investment Partnership Enterprise. Under the terms of the transaction,
we received a total of approximately RMB 1 billion (approximately $149 million at the June 30, 2016 exchange rate), subject to post-closing
adjustments and other payments, including the buyer's assumption of the liability for loans of approximately $55 million. All payments are to
be made within six months of closing the sale. A determination was made that the current book value of the asset group exceeded its estimated
fair value of $149 million which is the agreed upon selling price. As a result, a pre-tax charge of $41 million was recorded during the six
months ended June 30, 2016 in our Industrial Packaging segment to write down the long-lived assets of this business to their estimated fair
value. The amount of pre-tax losses related to the IP Asia Packaging business included in our consolidated statement of operations were $32
million and $73 million for the three months and six months ended June 30, 2016, respectively, and $3 million and $5 million for the three
months and six months ended June 30, 2015, respectively.

S-4
Table of Contents
The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the notes, see
"Description of the Notes." As used in this "Summary--The Offering," the terms "International Paper Company," the "Company," "we,"
"our," "us" and other similar references refer only to International Paper Company and not to any of its subsidiaries.

Issuer
International Paper Company.

Notes Offered
$1,100,000,000 aggregate principal amount of 3.000% Notes due 2027 (referred to as
the 2027 notes). $1,200,000,000 aggregate principal amount of 4.400% Notes due 2047
(referred to as the 2047 notes). We refer to the 2027 notes and the 2047 notes
collectively as the notes.

Maturity Date
The 2027 notes will mature on February 15, 2027. The 2047 notes will mature on
August 15, 2047.

Interest Rate
3.000% per year in the case of the 2027 notes and 4.400% per year in the case of the
2047 notes.

Interest Payment Dates
February 15 and August 15 of each year, beginning February 15, 2017.
https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

424B5

Ranking
The notes will be our senior unsecured debt and will rank equally with all of our
existing and future senior unsecured debt. The notes will be effectively subordinated to
all of our existing and future secured debt to the extent of the value of the assets
securing that debt. The notes will be structurally subordinated to all indebtedness and
other obligations of our subsidiaries.

Optional Redemption
If the 2027 notes are redeemed prior to November 15, 2026, or if the 2047 notes are
redeemed prior to February 15, 2047, respectively, we may redeem all or a portion of
the notes of the applicable series, at our option, at any time or from time to time at a
redemption price equal to the greater of (1) 100% of the aggregate principal amount of
the notes being redeemed, plus accrued and unpaid interest to the redemption date, and
(2) the sum of the present values of the remaining scheduled payments of principal and
interest thereon that would be due if the notes of such series matured on the applicable
Par Call Date (as defined in "Description of the Notes--Optional Redemption")
discounted to the redemption date, on a semi-annual basis, at the Treasury Rate (as
defined in "Description of the Notes--Optional Redemption") plus 25 basis points with
respect to the 2027 notes and 35 basis points with respect to the 2047 notes, plus, in each
case, accrued and unpaid interest on the principal amount of the notes being redeemed to
the redemption date. If the 2027 notes are redeemed on or after November 15, 2026, or if
the 2047 notes are redeemed on or after February 15, 2047, respectively, the redemption

S-5
Table of Contents
price for the notes to be redeemed will equal 100% of the principal amount of such

notes, plus accrued and unpaid interest to the redemption date. See "Description of the
Notes--Optional Redemption."

Special Mandatory Redemption
If we do not consummate the Acquisition in accordance with the Purchase Agreement on
or prior to August 1, 2017, or if the Purchase Agreement is terminated at any time on or
prior to such date, we must redeem all of the 2027 notes at a redemption price equal to
101% of the aggregate principal amount of the notes, plus accrued and unpaid interest to
the special mandatory redemption date, as described under "Description of the Notes--
Special Mandatory Redemption." The 2047 notes are not subject to mandatory
redemption in such circumstances.

Offer to Repurchase Upon a Change of Control
Upon the occurrence of a Change of Control Triggering Event (as defined herein) with
Triggering Event
respect to the notes of a series, we will be required to make an offer to purchase the
notes of such series at a price equal to 101% of their principal amount plus accrued and
unpaid interest to the date of repurchase. See "Description of the Notes--Change of
Control Triggering Event."

Sinking Fund
None.

Covenants
The indenture that will govern the notes contains covenants that, among other things,
will limit our ability and the ability of our subsidiaries to:

· create certain liens;

· enter into certain sale and leaseback transactions; and

· consolidate, merge or transfer all or substantially all of our assets.

https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

424B5
These covenants are subject to important exceptions and qualifications, which are

described under "Description of the Notes--Certain Covenants."

Use of Proceeds
The net proceeds, after deducting underwriters' discounts and commissions and
estimated offering expenses payable by us, from the sale of the notes offered hereby will
be approximately $2,274 million. We intend to use the net proceeds from this offering,
together with available cash, in management's discretion, to pay the purchase price of
the Acquisition, to fund contributions to our pension plan, to repay or repurchase certain
of our outstanding debt securities through open market repurchases, redemption or
otherwise or for general corporate purposes. We also intend to use borrowings under
credit facilities to fund a portion of the purchase price of the Acquisition. See "Use of
Proceeds."

S-6
Table of Contents
If the Acquisition is not consummated in accordance with the Purchase Agreement or if
the Purchase Agreement is terminated, we intend to use a portion of the net proceeds

from this offering, together with available cash, if necessary, to redeem all of the 2027
notes.

See "Use of Proceeds."

Form of Notes
Global notes, held in the name of The Depository Trust Company.

Governing Law
State of New York.

Risk Factors
Investing in the notes involves substantial risks. See "Risk Factors" beginning on page
S-11 in this prospectus supplement for a description of certain of the risks you should
consider before investing in the notes.

S-7
Table of Contents
Summary Historical Financial Data
Our summary historical financial information presented below as of and for the three years ended December 31, 2015 has been derived
from our audited consolidated financial statements. The summary historical financial information as of and for the three months ended March
31, 2016 and March 31, 2015 has been derived from our unaudited condensed consolidated financial statements and includes all adjustments
(consisting of normal recurring items) which are, in our opinion, necessary for a fair presentation of our financial position as of such dates and
results of operations for such periods. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the
results for our full fiscal year ending December 31, 2016.
The summary historical financial information should be read in conjunction with our filings with the SEC. Our summary historical
financial information set forth below should be read in conjunction with the following, each of which is incorporated by reference herein:

·
our Annual Report on Form 10-K for the year ended December 31, 2015; and
https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

424B5

·
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

For the Three Months

Ended March 31,

For the Year Ended December 31,

2016 2015
2015

2014

2013

(Dollar amounts in millions)

Statement of operations data:

Net sales
$
5,110 $
5,517 $22,365
23,617
$23,483
Costs and expenses

Cost of products sold

3,611
3,844 15,468
16,254
16,282
Selling and administrative expenses

376
406 1,645
1,793
1,796
Depreciation, amortization and cost of timber harvested
284
323 1,294
1,406
1,531
Distribution expenses

320
357 1,406
1,521
1,583
Taxes other than payroll and income taxes

41
44
168

180

178
Restructuring and other charges

1
--
252

846

156
Impairment of goodwill and other intangibles

--
--
137

100

127
Net (gains) losses on sales and impairments of businesses
37
--
174

38

3
Net bargain purchase gain on acquisition of business

--
--
--

--

(13)
Interest expense, net

123
137
555

607

612

Earnings (loss) from continuing operations before income
taxes and equity earnings

317
406 1,266 (b)
872 (d) 1,228 (g)
Income tax provision (benefit)

41
130
466

123

(498)
Equity earnings (loss), net of taxes

63
35
117

(200)

(39)

Earnings (loss) from continuing operations

334
311
917

549
1,687
Discontinued operations, net of taxes

(5)
--
--

(13) (e)
(309) (h)

Net earnings (loss)

334
311
917 (b-c)
536 (d-f) 1,378 (g-i)
Less: Net earnings attributable to noncontrolling interests
--
(2)
(21)

(19)

(17)

Net earnings (loss) attributable to International Paper Company
$
334 $
313 $
938 (b-c) $
555 (d-f) $ 1,395 (g-i)

S-8
Table of Contents
For the Three Months

Ended March 31,

For the Year Ended December 31,

2016
2015
2015

2014

2013

(Dollar amounts in millions)

Balance sheet data (at period end):

Working capital(a)

2,694

$ 2,553

$ 3,050

$ 3,898
Plants, properties and equipment, net

12,037

11,980

12,728

13,672
Forestlands

399

366

507

557
Total assets

31,043

30,531

28,684

31,528
Long-term debt, including notes payable and current
maturities

9,375

9,270

9,373

9,488
Total equity

4,260

3,909

5,263

8,284
Other financial data:

Cash provided by (used for) operations

$
620
$
638
$ 2,580

$ 3,077

$ 3,028
Cash (used for) provided by investment activities

(364)

(377)
(1,739)

(860)

(827)
Cash (used for) provided by financing activities

(164)

(546)
(1,601)

(2,086)

(1,688)
Capital expenditures

309

319
1,487

1,366

1,198
Ratio of earnings to fixed charges(j)

2.72x

3.20x
2.82x

2.32x

2.73x

(a) Current assets minus current liabilities.
(b) Includes the following pre-tax charges (gains):

In millions

2015
Riegelwood mill conversion costs, net of proceeds from sale of Carolina Coated Bristols brand

$
8
https://www.sec.gov/Archives/edgar/data/51434/000119312516670481/d200134d424b5.htm[8/4/2016 9:28:47 AM]

Document Outline

#1">
- #1">