Obligation International Paper Co 8.7% ( US460146CC54 ) en USD

International Paper Co

126 % ⇌

Etats-unis

US460146CC54 ( en USD )

8.7% par an ( paiement semestriel )

14/06/2038

Prospectus brochure de l'obligation International Paper Co US460146CC54 en USD 8.7%, échéance 14/06/2038

2 000 USD

300 000 000 USD

460146CC5

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/06/2024 ( Dans 27 jours )

L'Obligation émise par International Paper Co ( Etats-unis ) , en USD, avec le code ISIN US460146CC54, paye un coupon de 8.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2038

L'Obligation émise par International Paper Co ( Etats-unis ) , en USD, avec le code ISIN US460146CC54, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par International Paper Co ( Etats-unis ) , en USD, avec le code ISIN US460146CC54, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 e12748be424b5.htm FILED PURSUANT TO RULE 424(B)(5)
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-132259

CALCULATION OF REGISTRATION FEE

Maximum Aggregate Amount of Registration
Title of Each Class of Securities to be Offered

Offering Price

Fee(1)

Debt securities
$ 3,000,000,000 $
117,900

(1) The registration fee of $117,900 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as
amended. Pursuant to Rule 457(p) under the Securities Act of 1933, registration fees of $323,600 paid with
respect to securities registered, but not sold, under the registrant's registration statement on Form S-3 filed on
March 12, 2003 (No. 333-103760) were applied to the registrant's registration statement on Form S-3 filed on
March 7, 2006 (No. 333-132259). A portion of such previously paid registration fee is being applied to offset
the $117,900 registration fee in its entirety. Accordingly, no filing fee is being paid at this time.
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 7, 2006)

$3,000,000,000
International Paper Company

$1,000,000,000 of 7.400% Notes due 2014
$1,700,000,000 of 7.950% Notes due 2018
$300,000,000 of 8.700% Notes due 2038

The 2014 notes will bear interest at the rate of 7.400% per year. The 2018 notes will bear interest at the rate of 7.950% per year.
The 2038 notes will bear interest at the rate of 8.700% per year. Interest on the notes will be payable on June 15 and December 15
of each year, beginning on December 15, 2008. Interest on the notes of each series will be subject to adjustment upon the
occurrence of the events discussed under the caption "Description of the Notes -- Interest Rate Adjustment." The 2014 notes will
mature on June 15, 2014, the 2018 notes will mature on June 15, 2018 and the 2038 notes will mature on June 15, 2038. 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 notes under the circumstances and at the redemption price described 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.
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.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement.

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Per 2014

Per 2018

Per 2038

Note

Total

Note

Total

Note

Total

Public Offering Price

99.804 %
$ 998,040,000
99.988 %
$ 1,699,796,000
99.508 %
$ 298,524,000
Underwriting Discount

0.625 %
$ 6,250,000
0.650 %
$ 11,050,000
0.875 %
$ 2,625,000
Proceeds to International
Paper (before expenses)
99.179 %
$ 991,790,000
99.338 %
$ 1,688,746,000
98.633 %
$ 295,899,000
Interest on the notes will accrue from June 4, 2008.

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 June 4, 2008.

Joint Book-Running Managers
Banc of America Securities LLC

Deutsche Bank Securities

JPMorgan

RBS Greenwich Capital
UBS Investment

Bank

BBVA Securities

BNP PARIBAS

CALYON

Commerzbank Corporates & Markets

Daiwa Securities America Inc.

Mitsubishi UFJ Securities

Scotia Capital
SOCIETE

GENERALE

May 28, 2008
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PRESENTATION OF INFORMATION

ii
FORWARD-LOOKING STATEMENTS

ii
SUMMARY
S-1
RISK FACTORS
S-9
S-
USE OF PROCEEDS
17
S-
RATIO OF EARNINGS TO FIXED CHARGES
17
S-
CAPITALIZATION
18
S-
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
19
S-
DESCRIPTION OF THE NOTES
24
S-
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
38
S-
UNDERWRITING
41
S-
LEGAL MATTERS
43
S-
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
43
S-
WHERE YOU CAN FIND MORE INFORMATION
43

PROSPECTUS

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
1
INTERNATIONAL PAPER COMPANY
1
USE OF PROCEEDS
1
DESCRIPTION OF DEBT SECURITIES
1
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
16
DESCRIPTION OF CAPITAL STOCK
17
DESCRIPTION OF DEPOSITARY SHARES
21
DESCRIPTION OF WARRANTS
23
THE TRUSTS
25
DESCRIPTION OF TRUST PREFERRED SECURITIES AND TRUST GUARANTEES
26
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
29
PLAN OF DISTRIBUTION
30
WHERE YOU CAN FIND MORE INFORMATION
31
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VALIDITY OF SECURITIES
32
EXPERTS
32
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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 the 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. If anyone provides you with different
or inconsistent information, you should not rely on it. 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 the 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 the date on the front cover of this
prospectus supplement only. 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 or incorporated by reference 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," the "Company," "we," "us" and "our" refer
to International Paper Company and its subsidiaries, unless the context requires otherwise.

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

· our ability to realize the expected benefits of our proposed acquisition of the containerboard, packaging and
recycling business of Weyerhaeuser Company in light of integration difficulties and other challenges;

· changes in the cost or availability of raw materials and energy;

· changes in transportation availability or costs;

· the effects of competition from foreign and domestic producers;

· changes in our product mix;

· delays in implementing previously announced price increases;

· the strength of demand for our product and changes in overall demand;

· changes in credit ratings issued by nationally recognized statistical rating organizations;

· the availability of credit;

· pension and health care costs;

· changes related to international economic conditions;

· changes in currency exchange rates;

· unanticipated expenditures relating to the cost of compliance with environmental and other governmental
regulations;

· results of legal proceedings;

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

· whether expected non-price improvements can be realized;

· increases in interest rates;

· our substantial indebtedness; and

· our ability to meet our debt service obligations.
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, our Annual Report on Form 10-K for the year ended
December 31, 2007 (as updated by our Current Report on Form 8-K filed on May 9, 2008) and our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2008.
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SUMMARY

International Paper Company
We are a global paper and packaging company that is complemented by an extensive North American
merchant distribution system, with primary markets and manufacturing operations in North America, Europe,
Latin America, Russia, Asia and North Africa. 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, 2008, we operated 16 pulp, paper and packaging mills, 85 converting and
packaging plants and one wood products facility. Production facilities at March 31, 2008 in Europe, Asia,
Latin America and South America included 7 pulp, paper and packaging mills and 46 converting and
packaging plants. We distribute printing, packaging, graphic arts, maintenance and industrial products
principally through over 273 distribution branches located primarily in the United States. At March 31, 2008,
we owned or managed approximately 300,000 acres of forestlands in the United States, approximately
250,000 acres in Brazil and had, through licenses and forest management agreements, harvesting rights on
government-owned forestlands in Russia.
For management and financial reporting purposes, as of March 31, 2008, our businesses were separated into
six segments: Printing Papers; Industrial Packaging; Consumer Packaging; Distribution; Forest Products; and
Specialty Businesses and Other Businesses.
Our net sales and net earnings for the fiscal year ended December 31, 2007 were $21,890 million and
$1,168 million, respectively. For the fiscal quarter ended March 31, 2008, we had net sales of $5,668 million
and net earnings of $133 million.
The address of our principal executive offices is 6400 Poplar Avenue, Memphis, Tennessee 38197 and our
main telephone number is 901-419-7000.

Recent Developments
On March 17, 2008, we announced that we signed an agreement with Weyerhaeuser Company to purchase its
containerboard, packaging and recycling business, which we refer to as the CBPR business, for approximately
$6 billion in cash, subject to post-closing adjustments, which we refer to as the Acquisition. The Acquisition
includes nine containerboard mills, 72 packaging locations, 10 specialty-packaging plants, four kraft bag and
sack locations, and 19 recycling facilities. We expect to close the Acquisition in the third quarter of 2008,
subject to customary closing conditions, including U.S. and foreign regulatory review and receipt of financing.
We believe that the combined packaging business will position us to generate stronger cash flow and higher
earnings before interest, taxes, depreciation and amortization margins than either stand-alone business. We
anticipate that the Acquisition will expand our geographic presence in the United States and Mexico and
diversify our customer base in key product lines, which we believe will make our packaging business more
competitive, better able to serve customers and better positioned to achieve increased profitability.
In connection with the Acquisition, we have entered into a debt commitment letter with JPMorgan Chase
Bank, N.A., Bank of America, N.A., UBS Loan Finance LLC, Deutsche Bank AG New York Branch, and The
Royal Bank of Scotland PLC and certain of their respective affiliates, which we collectively refer to as the
Debt Financing Sources. Subject to the satisfaction of certain customary conditions, the Debt Financing
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Document Outline

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